SEC 8-K News



HealthStream, Inc. announced on October 21, 2024, its financial results for the third quarter, which ended on September 30, 2024. The company also provided updated guidance for the full year of 2024. Additionally, HealthStream's Board of Directors declared a quarterly cash dividend of $0.028 per share on the company's common stock. This dividend is payable on November 15, 2024, to shareholders of record as of November 4, 2024.

  • HealthStream, Inc.
  • Board of Directors
  • Scott A. Roberts (Chief Financial Officer)

Renewable Innovations, Inc. reported that on October 15, 2024, they entered into an Asset Purchase Agreement with Renewable Energy, LLC, selling assets from their renewable innovation business. The sale excluded large supplier and client agreements, domain names, and goodwill. They also entered into a Reseller Agreement to continue selling products to existing and new customers. The consideration for the sale was $4,685,216, which included the cancellation of promissory notes, cash advances, and cash for operations and SEC filings compliance. Additionally, they received a 2% equity in the Buyer.

On September 27, 2024, a Class Action Complaint was filed against Renewable Innovations, Corp., Robert L. Mount, and Lynn Barney, which the company intends to dismiss, believing the claims are without merit.

  • Renewable Innovations, Inc.
  • Renewable Energy, LLC
  • C. Brilliant, LLC
  • Robert L. Mount
  • Lynn Barney
  • Alex Aliksanyan
  • Thomas Grbelja
  • William McLeod

TruBridge, Inc. announced that Denise W. Warren has resigned from the Board of Directors, effective November 15, 2024. Warren is stepping down to focus on her role as chairperson of another public company's board, and her decision is not due to any disagreement with TruBridge. Concurrently, Amy O'Keefe has been elected to the Board with immediate effect. O'Keefe will take Warren's place as a Class II director until the 2025 annual stockholders meeting, where she will stand for re-election. She has also been appointed to the Audit Committee and is considered "independent" under Nasdaq standards. O'Keefe's election is not based on any prior agreements with other persons and she has no related person transactions with the company. She will receive standard compensation for her services. On October 21, 2024, the company issued a press release regarding these board changes.

  • TruBridge, Inc.
  • Denise W. Warren
  • Amy O’Keefe
  • The NASDAQ Stock Market LLC

Monroe Federal Bancorp, Inc. has announced that its subsidiary, Monroe Federal Savings and Loan Association, is expected to transition from a mutual to a stock form of organization and that the related initial public offering is anticipated to close on October 23, 2024. Subsequently, the company's common stock is slated to begin trading on the OTCQB Market around October 24, 2024, under an as-yet unassigned ticker symbol. More details can be found in the press release issued on October 17, 2024.

Names mentioned: - Monroe Federal Bancorp, Inc. - Monroe Federal Savings and Loan Association - OTCQB Market - OTC Markets Group - Lewis R. Renollet

Mammoth Energy Services, Inc. has announced its entry into a Material Definitive Agreement, finalizing a settlement with the Puerto Rico Electric Power Authority (PREPA). This agreement settles all outstanding matters between Mammoth's subsidiary Cobra Acquisitions LLC and PREPA. According to the terms, Cobra will receive an administrative expense claim of $170.0 million and an additional $18.4 million withheld by certain municipalities in Puerto Rico. The payments will be made in three installments. The company has entered into an amendment with Fifth Third Bank to its credit agreement and a reimbursement agreement that will cater to these payments. Mammoth Energy Services issued a press release on October 21, 2024, detailing the receipt of $18.4 million per the Settlement Agreement.

Key Names: - Mammoth Energy Services, Inc. - Cobra Acquisitions LLC - Puerto Rico Electric Power Authority (PREPA) - Financial Oversight and Management Board for Puerto Rico - Fifth Third Bank - Mark Layton (Chief Financial Officer and Secretary of Mammoth Energy Services, Inc.).

Minerva Gold Inc. has announced the launch of a new business segment focused on design services as a strategic move to diversify its business and address the changing needs of its clients. Alongside this development, the company has appointed Meltem Alieva to its Board of Directors. Alieva's background in architecture, design, and branding is expected to contribute significant value to Minerva Gold as it pursues growth in this new line of business.

Names mentioned: - Minerva Gold Inc. - Meltem Alieva - Aftandil Aibekov

Tutor Perini Corporation issued a press release on October 21, 2024, providing updates on several matters. The company has settled various project-related disputes and provided information on cash collections. They expect operating cash flow projections for the fourth quarter and the full year of 2024. Notably, Tutor Perini Corporation plans to prepay a portion of its Term Loan B debt in the fourth quarter of 2024 and the first quarter of 2025. Additionally, the company has experienced significant new award activity in the third quarter of 2024, which is anticipated to result in a record-high ending backlog as of September 30, 2024.

  • Tutor Perini Corporation
  • Ryan J. Soroka (Senior Vice President and Chief Financial Officer)

Capstone Green Energy Holdings, Inc. announced its financial results for the first quarter of fiscal year 2025, ending June 30, 2024. A press release detailing these results was made public and is included with their report. The financial information provided is for informational purposes only and is not considered "filed" under the Exchange Act, nor is it included in any other filings unless specifically referenced.

Proper Names Mentioned: - Capstone Green Energy Holdings, Inc. - John J. Juric (Chief Financial Officer)

Molson Coors Beverage Company announced that Sergey Yeskov, the President and CEO of the company's EMEA&APAC business, resigned due to personal reasons, effective October 17, 2024. Yeskov and Zagrebačka Pivovara d.o.o., a subsidiary of the company, entered into a Termination Agreement. He will be on "garden leave" until December 31, when his employment will officially end. Yeskov will receive severance equal to a year's base salary, incentive plan payout, cash equivalent for 2022 performance share unit award, and has one year to exercise vested stock options. He is bound by non-compete provisions for 12 months post-leave.

Names Mentioned: - Molson Coors Beverage Company - Sergey Yeskov - Zagrebačka Pivovara d.o.o. - Natalie G. Maciolek

Mercer International Inc. has announced its preliminary financial results for both the three and nine months ended September 30, 2024. The details of these results can be found in the accompanying press release. Additionally, the press release contains other information relevant to the company's business and affairs. The provided financial information and statements are not considered filed for regulatory purposes, and they are not to be used in any financial filings, except as directly referenced.

  • Mercer International Inc.
  • NASDAQ Global Select Market
  • MERC
  • Exhibit 99.1: Press Release dated October 16, 2024
  • Exhibit 104: Cover Page Interactive Data File
  • Richard Short, Chief Financial Officer

Launch Two Acquisition Corp. successfully completed its initial public offering (IPO) of 23,000,000 units, including an over-allotment option, with each unit priced at $10 and consisting of one Class A ordinary share and half of one redeemable warrant. The IPO generated $230,000,000 in gross proceeds. Separately, they conducted a private sale of 7,075,000 warrants, raising an additional $7,075,000. The net proceeds, alongside the underwriter's deferred discount, totaling $231,150,000, were placed in trust with Continental Stock Transfer & Trust Company. An audited balance sheet as of October 9, 2024, was provided.


Names and entities mentioned: - Launch Two Acquisition Corp. - Launch Two Sponsor LLC - Cantor Fitzgerald & Co. - Continental Stock Transfer & Trust Company - Jay McEntee (Chief Executive Officer)

Martin Midstream Partners L.P. has released its financial results for the quarter ending September 30, 2024. The results were published in a press release on October 16, 2024, and are also available on the company's website. Additionally, supplemental earnings information for the third quarter has been provided. Sharon L. Taylor, Executive Vice President and Chief Financial Officer, signed off on these announcements.

Names mentioned: - Martin Midstream Partners L.P. - Sharon L. Taylor

Guggenheim Taxable Municipal Bond & Investment Grade Debt Trust has entered a Margin Loan and Security Agreement with Bank of America, N.A. allowing the Trust to borrow up to $100 million, secured by assets held at The Bank of New York Mellon Corp., its custodian. The credit facility's terms include an adjustable borrowing base, potential increase or decrease of borrowings, an interest rate of SOFR plus 85 basis points, and a 0.20% fee on undrawn amounts. The agreement contains customary representations, covenants, and default events. Additionally, the Trust has notified Société Générale of its intent to terminate their existing Credit Agreement by November 20, 2024, coinciding with the new credit facility establishment.

Names Mentioned: - Guggenheim Taxable Municipal Bond & Investment Grade Debt Trust (GBAB) - Bank of America, N.A. (BofA) - The Bank of New York Mellon Corp. (Custodian) - Société Générale (SocGen) - Mark E. Mathiasen (Secretary of GBAB)

HUMBL, Inc. has announced that the United States Patent and Trademark Office (USPTO) issued U.S. Patent No. 12,118,613 for the "System and Method for Transferring Currency Using Blockchain" on October 16, 2024. This information alongside a press release is provided, which is not considered filed under the Exchange Act, nor is it deemed to be material information required by Regulation FD.

Names and references: - HUMBL, Inc. - United States Patent and Trademark Office (USPTO) - Brian Foote (President and CEO of HUMBL, Inc.)

Ulta Beauty, Inc. has announced its long-term targets and strategic priorities in a press release dated October 16, 2024. This information is intended to be shared but not filed for regulatory purposes.

  • Proper Names: Ulta Beauty, Inc.
  • Individual: Jodi J. Caro

Rivulet Entertainment, Inc. announced that on October 9, 2024, they entered an addendum to their Asset Purchase Agreement. The addendum removed Maughan Music, Inc. as a purchased asset and added Storyland Animation LLC instead. The company clarified that liabilities due to Rivulet Media, Inc., Rivulet Films, Inc., and all trade accounts, with the exception of Nutcracker and Kicklight, will not be assumed by Rivulet Entertainment, Inc. All other terms and conditions of the original agreement remain unchanged.

  • Rivulet Entertainment, Inc.
  • Advanced Voice Recognition Systems, Inc.
  • Rivulet Media, Inc.
  • Maughan Music, Inc.
  • Storyland Animation LLC
  • Nutcracker
  • Kicklight
  • Walter Geldenhuys (Person)

Jewett-Cameron Trading Company Ltd. has announced a change in its NASDAQ trading symbol from "JCTCF" to "JCTC." This change is to take effect on October 9, 2024.

Names mentioned: - Jewett-Cameron Trading Company Ltd. - NASDAQ - Chad Summers

LGI Homes, Inc. has entered into an amendment to its credit agreement with several financial institutions and Wells Fargo Bank on October 9, 2024. This amendment, referred to as the Fifth Amendment to Fifth Amended and Restated Credit Agreement, alters the negative covenant related to housing inventory and extends the maturity of the commitments of certain lenders to April 28, 2028. With this amendment, $1.085 billion or 90% of the commitments mature on the stated date, while the remaining 10% will mature on April 28, 2025.

For clarity: - LGI Homes, Inc. - Wells Fargo Bank, National Association - Eric Lipar (Chief Executive Officer and Chairman of the Board)

Minerva Neurosciences, Inc. has received a second notice from The Nasdaq Stock Market stating that the company's market value has been below the required minimum for continued listing for 31 consecutive business days. They were given until October 7, 2024, to regain compliance but failed to do so. The company now intends to request a hearing before a Nasdaq Hearings Panel to avoid delisting. There is no certainty that the extension will be granted or that Minerva will meet the listing requirements in the future.

  • Minerva Neurosciences, Inc.
  • Nasdaq Stock Market LLC
  • Nasdaq Hearings Panel
  • Geoffrey Race (President of Minerva Neurosciences, Inc.)

Wave Sync Corp. reported that Hon Man Yun, the company's CEO, passed away on October 3, 2023. On October 7, 2024, the Board appointed Hong Chen as the new CEO and Chairman. The Board also appointed Xiaoyue Zhang as the CFO, effective the same day. Additionally, Larry Wu was appointed as a member of the Board. He has a background in luxury car export trading, investment, and solar power projects. No arrangements have influenced these appointments, there are no reportable family relationships or transactions, and no material plans or contracts were amended in connection with these executive appointments.

Names for clarity: - Wave Sync Corp. - Hon Man Yun - Hong Chen - Xiaoyue Zhang - Larry Wu - YW Capital Inc. - Flawless Auto Mall - Bauing Group USA Ltd. - Peking University - Worcester Polytechnic Institute

AXIL Brands, Inc. announced its consolidated financial results for the three months ended August 31, 2024, on October 10, 2024. The company's press release on the results has been furnished as part of its reporting and is not intended to be filed for purposes of the Exchange Act, nor is it to be considered part of any filing under the Securities Act of 1933, except as specifically referenced in any such filing.

Names mentioned: - AXIL Brands, Inc. - Jeff Toghraie (Chief Executive Officer)

Tempest Therapeutics, Inc. has entered into a master clinical supply agreement with F. Hoffmann-La Roche Ltd. where Roche will provide its drug atezolizumab for use in clinical studies involving Tempest's compound amezalpat. Additionally, the company has amended its Rights Agreement, extending the Final Expiration Date to after the 2025 Annual Meeting of Stockholders or to October 2026 if stockholders approve the Rights Plan. Tempest has issued a press release announcing these updates.

Proper names mentioned: - Tempest Therapeutics, Inc. - F. Hoffmann-La Roche Ltd. - Computershare Trust Company, N.A.

Sonendo, Inc. has issued a press release on October 10, 2024, announcing its unaudited preliminary financial results for the quarter ending September 30, 2024. The press release is provided as an exhibit to this report. The company is also identified as an emerging growth company.

  • Sonendo, Inc.
  • Bjarne Bergheim (President and Chief Executive Officer)
  • OTC Markets (where the common stock is registered)

Hippo Holdings Inc. has reported that Yuval Harry, the company's Chief Revenue Officer, will end his executive role effective October 11, 2024, but will continue as an at-will employee providing consultative services until March 1, 2025, or an earlier date if either party chooses. Per the agreement with the subsidiary Hippo Employee Services Inc., Harry will receive continued salary payments, equity award vesting, and a one-time payment alongside health coverage premiums. Moreover, he may receive bonuses for 2024 based on performance as determined by the company's Board of Directors.

  • Hippo Holdings Inc.
  • Hippo Employee Services Inc.
  • Yuval Harry
  • Stewart Ellis

Frequency Electronics, Inc. has announced that on October 8, 2024, at their Annual Meeting, shareholders voted to approve the Frequency Electronics, Inc. Stock Award Plan. This Plan, which was previously adopted by the Board on August 27, 2024, allows for grants of stock-based compensation to employees, directors, and consultants. It has a total of 738,916 shares available for issuance. At the same meeting, shareholders elected directors, ratified the appointment of Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending April 30, 2025, and approved the compensation of the company's named executive officers.

Names mentioned: - Frequency Electronics, Inc. - Grant Thornton LLP - Jonathan Brolin - Lance Lord - Russell Sarachek - Richard Schwartz - Steven Bernstein

AMERICAN CANNABIS COMPANY, INC. reports that on October 4, 2024, Tad Mailander resigned as a director of the company. No further details about the resignation were provided.

  • AMERICAN CANNABIS COMPANY, INC.
  • Tad Mailander
  • Ellis Smith

Arcadium Lithium plc has announced that, together with Rio Tinto, they have entered into a Transaction Agreement whereby all outstanding ordinary shares of Arcadium will be acquired by Rio Tinto BM Subsidiary Limited in return for a cash payment of $5.85 per share. This transaction is based on an established scheme of arrangement according to the Companies (Jersey) Law 1991. An associated press release has been made public. Further details about the transaction will be available in a forthcoming proxy statement, which will provide necessary information for the shareholders' decision process regarding the transaction. Additional details pertaining to the transaction's risks and uncertainties, as well as forward-looking statements, have been elaborated upon.

Proper Names/Entities Mentioned: - Arcadium Lithium plc - Rio Tinto - Rio Tinto Western Holdings Limited - Rio Tinto BM Subsidiary Limited - ASX Limited - United States Securities and Exchange Commission (SEC)

Protopia Global Holdings Inc., based in the Cayman Islands and operating with principal executive offices in Hong Kong, has announced a change in its accounting firm. As of October 2, 2024, the company's board of directors decided to dismiss WWC, P.C. Certified Public Accountants. The company's financial statements audited by WWC raised substantial doubt about the company's ability to continue as a going concern, although there were no disagreements or reportable events affecting the audits. Subsequently, Protopia Global Holdings Inc. has engaged BCRG Group as their new independent registered public accounting firm for the fiscal year ending June 30, 2024.

List of Proper Names: - Protopia Global Holdings Inc. - WWC, P.C. Certified Public Accountants - BCRG Group - Sin Yi Cheng (President and Director of Protopia Global Holdings Inc.)

Ontrak, Inc. entered into a Sixth Amendment to its Keep Well Agreement on March 28, 2024, involving the issuance of a senior secured convertible promissory note (a "Demand Note") to Acuitas Capital LLC for $1.5 million, with the potential for an additional $13.5 million in Demand Notes. They will also issue related warrants with a term of five years, but no common stock will be issued in relation to the Demand Note until Stockholder Approval Effective Date occurs. Following this date, new warrants will replace any outstanding ones under the Keep Well Agreement, and the conversion price of previously issued notes will adjust to the lesser of $0.36 or the stock’s consolidated closing bid price, subject to terms.

The company also reached agreements (Public Offering Investor Waiver and Private Placement Investor Waiver) for exercising price reductions with holders of Public Offering Warrants and a warrant from a private placement in November 2023. These securities will be distributed in compliance with exemption provisions of the Securities Act of 1933.

Proper names mentioned: - Ontrak, Inc. - Acuitas Capital LLC - U.S. Bank Trust Company, National Association - James J. Park (Chief Financial Officer of Ontrak, Inc.) - Humanitario Capital LLC

CreditRiskMonitor.com, Inc. detected unauthorized activity in its computer network on July 19, 2024. They pursued immediate action to contain and investigate the incident with the help of external cybersecurity experts and reported the situation to law enforcement. The company asserts that this event did not materially disrupt their operations or the functionality of their information systems. Their investigation identified that from July 8 to July 17, 2024, some files may have been accessed, potentially including personal data of employees and contractors, but not customers. Affected individuals have been notified and offered free credit monitoring and identity theft protection for two years. As of now, there is no indication that this will materially affect the company's financial state or operating results, although the situation is being closely monitored for any future impacts.

List of proper names: - CreditRiskMonitor.com, Inc. - Michael I. Flum

Revelyst, Inc. has entered into a Sixth Amended Merger Agreement, known as the CSG Merger Agreement, with Vista Outdoor Inc., CSG Elevate II Inc., CSG Elevate III Inc., and specific provisions with CZECHOSLOVAK GROUP a.s. In this agreement, CSG Elevate III Inc. will merge into Vista Outdoor, with the latter continuing as a wholly owned subsidiary. Additionally, Revelyst and Vista Outdoor have an Amended and Restated Separation Agreement, which adjusts certain liabilities and sets terms for a potential future earn-out payment from Revelyst to Vista Outdoor.

Furthermore, Revelyst has also agreed to a Revelyst Merger Agreement with Olibre LLC and its wholly owned subsidiary, Cabin Ridge Inc., making Revelyst a wholly owned subsidiary of Olibre LLC upon the merger's completion. This is dependent on the CSG Merger's completion, necessary regulatory approvals, and other standard conditions.

Related to the Revelyst merger, equity awards will be converted to cash payments, and Revelyst, in its position as a publicly traded entity, will hold only the Revelyst Business. Revelyst will pay an SVP Parent Termination Fee to Olibre LLC if the merger agreement is terminated under certain conditions.

Vista Outdoor, CSG Elevate II Inc., CSG Elevate III Inc., Olibre LLC, Cabin Ridge Inc., CZECHOSLOVAK GROUP a.s., and Revelyst have made standard representations and warranties, and are required to make efforts to complete the Revelyst Transaction expediently.

Other entities mentioned: Andrew Keegan.

SKYX Platforms Corp. has announced that on September 30, 2024, they designated 400,000 shares of newly-authorized convertible Series A Preferred Stock and 400,000 shares of newly-authorized convertible Series A-1 Preferred Stock. The company filed the necessary documentation with the Division of Corporations of the Florida Department of State. Additional details of the rights, preferences, and privileges of these newly authorized stocks are included in the exhibits attached to the report.

  • SKYX Platforms Corp.
  • Leonard J. Sokolow (Co-Chief Executive Officer)

Western Uranium & Vanadium Corp. has completed the acquisition of Pinon Ridge Corporation (PRC), along with a 900-acre property in Montrose County, Colorado. PRC was previously owned by a private investor group, and the transaction involved the purchase of 100% of PRC's shares for approximately US$830,000. The sale was considered a related party transaction since Western’s President, CEO, and director George Glasier, along with his wife Kathleen, owned 50% of PRC, and director Andrew Wilder indirectly owned 3%. An independent committee of non-interested directors from Western’s Board approved the transaction. George Glasier and an affiliate of Andrew Wilder received approximately $414,000 and $24,000, respectively. Western has taken on some of PRC's liabilities, including royalty payments. They also announced this news via a press release on October 1, 2024.

  • Company Name: Western Uranium & Vanadium Corp.
  • Notable Persons: George Glasier, Kathleen Glasier, Andrew Wilder
  • Property Location: Montrose County, Colorado
  • Previous PRC Shareholder Group Not Specified
  • Independent Committee of Western Uranium & Vanadium Corp. Board Not Specified

Ultralife Corporation has entered into an agreement with Greatbatch Ltd., to acquire all the outstanding shares of Electrochem Solutions, Inc. for $50 million, which will be adjusted for customary working capital at closing. The purchase is expected to be funded through borrowings under amended credit facilities from Ultralife's primary lender. The company aims to close the acquisition by the end of October 2024. Ultralife also issued a press release on September 30, 2024, detailing the execution of the agreement.

  • ULTRALIFE CORPORATION
  • Greatbatch Ltd.
  • Electrochem Solutions, Inc.
  • Integer Holdings Corporation

Champions Oncology, Inc. has reported the unexpected passing of its President, Mr. Brady Davis, who had served in this position since October 2023. The company expresses its deep regret and notes that Mr. Davis was an important member of their management team and will be greatly missed. The report is dated October 3, 2024, and signed by Chief Executive Officer, Ronnie Morris.

  • Champions Oncology, Inc.
  • Mr. Brady Davis
  • Ronnie Morris

The Aaron's Company, Inc. has announced in a joint press release with IQVentures Holdings, LLC that their previously planned acquisition is expected to be completed on October 3, 2024. The press release detailing the acquisition is included as an exhibit in the company's official communications.

Names for clarity: - The Aaron's Company, Inc. - IQVentures Holdings, LLC - C. Kelly Wall (Chief Financial Officer of The Aaron's Company, Inc.)

89bio, Inc. has amended their existing Loan and Security Agreement, now allowing for an increased total loan amount of $150 million, up from $100 million. This includes a first tranche of $70 million, with half available at closing, an additional $30 million contingent on certain clinical milestones, and a third tranche of up to $50 million at the discretion of the Lenders. The loan matures on October 1, 2028, and is secured by assets, excluding intellectual property. The variable interest rate is the greater of 8.95% or Prime Rate plus 1.75%. The company also issued a warrant for 406,951 shares at $7.3719 to K2 HealthVentures LLC with piggyback registration rights. Shares and warrants are unregistered equity securities being offered under an exemption from registration.

  • 89bio, Inc.
  • K2 HealthVentures LLC
  • Ankura Trust Company, LLC

Zevia PBC has announced that as of October 1, 2024, they have received a notification from the New York Stock Exchange confirming that the company is now in compliance with the NYSE Listed Company Manual's Section 802.01C. This information was released to the public via a press release on October 3, 2024, the details of which are incorporated in this report.

  • Name: Zevia PBC
  • Title(s): Class A common stock
  • Trading Symbol(s): ZVIA
  • Exchange: New York Stock Exchange
  • Signatory: Lorna R. Simms (SVP, General Counsel and Corporate Secretary)

Know Labs, Inc. announced that they received a notification from the NYSE American stating that the company does not meet the minimum stockholders’ equity requirements after having reported losses over several fiscal years. They have a stockholders’ deficit of $4.6 million and have been in losses for five years. The company has until October 27, 2024, to submit a compliance plan with an aim to regain compliance by March 27, 2026. The NYSE American will allow them to continue listing if they accept the plan, with periodic reviews for compliance. If not accepted, delisting proceedings will begin. The Letter does not currently affect its stock trading or business operations.

Names mentioned: - Know Labs, Inc. - NYSE American - Ronald P. Erickson

Commercial Vehicle Group, Inc. has completed the sale of substantially all assets of its business related to manufacturing and assembling structured products and cabs for medium and heavy-duty vehicles. The total sale amount to SVO, LLC was $40 million, subject to adjustments based on the actual inventory value as of October 1, 2024. The first $20 million was paid on the closing date, September 6, 2024, and the remaining $20 million was received by Commercial Vehicle Group on October 1, 2024. They also issued a press release regarding the transaction on October 2, 2024.

  • Names mentioned: Commercial Vehicle Group, Inc. (CVG), Mayflower Vehicle Systems, LLC, SVO, LLC, Aneezal H. Mohamed

Joby Aviation, Inc. announced it has entered into a stock purchase agreement with Toyota Motor Corporation. The agreement outlines that Joby Aviation will sell up to 99,403,579 shares of common stock to Toyota Motor Corporation at $5.03 per share in a private placement. This deal is structured in two tranches, each amounting to $250 million, subject to fulfillment of certain conditions, including regulatory approvals. The funds from this private placement are intended for working capital and general corporate purposes to support the company's efforts towards certification and commercial production of its electric air taxi. This transaction is exempt from registration requirements and involves investor rights related to share resale registration.

List of Proper Names:

  • Joby Aviation, Inc.
  • Toyota Motor Corporation
  • Committee on Foreign Investment in the United States
  • Hart-Scott-Rodino Antitrust Improvements Act of 1976
  • Securities Act of 1933
  • Securities and Exchange Commission (SEC)
  • Matthew Field (Chief Financial Officer of Joby Aviation, Inc.)

Worlds Inc. has announced that Jordan Freeman resigned from the company's Board of Directors on September 26, 2024. The resignation came after the breakdown of discussions regarding a potential business relationship between some of Mr. Freeman's businesses and Worlds Inc. Mr. Freeman has chosen to focus on developing his businesses. Prior to this filing, a copy of the report was provided to Mr. Freeman for his review and comments.

  • Company: Worlds Inc.
  • Individual: Jordan Freeman
  • Representative: Thom Kidrin (President of Worlds Inc.)

AMN Healthcare Services, Inc. has reaffirmed its third-quarter financial guidance on October 1, 2024, and announced that Chief Financial Officer Jeffrey Knudson will be leaving the company effective November 8, 2024, to join a private company outside the healthcare staffing industry. The company expressed gratitude for Knudson's contributions and plans to name a successor who will assume an expanded role combining the responsibilities of Chief Financial Officer and Chief Operating Officer before Knudson's departure. The press release providing these details is attached as an exhibit to the company's announcement.

Names to list: - AMN Healthcare Services, Inc. - Jeffrey Knudson - Cary Grace

5&2 Studios, Inc. announced that effective as of 1:20 p.m., Eastern Time on September 25, 2024, they have officially changed their company name from "The Chosen, Inc." to "5&2 Studios, Inc." The Board of Directors approved this name change on September 24, 2024, under Section 242 of the General Corporation Law of the State of Delaware. The name change does not require stockholder approval, does not affect stockholder rights, and is the sole amendment to the Certificate of Incorporation.

Names Mentioned: - 5&2 Studios, Inc. - The Chosen, Inc. - JD Larsen (Chief Financial Officer)

RLJ Lodging Trust recently entered into a new credit agreement, replacing a previous one. The new $500 million unsecured term loan matures on September 24, 2027, with extension options available. This loan allowed them to repay an existing $400 million loan and $100 million of a revolving credit facility, which is also part of the agreement, along with another $225 million term loan from before. They can also increase total borrowing limits and are allowed to use $30 million for issuing letters of credit. Interest rates vary based on leverage ratio or credit ratings.

The company's obligations depend on maintaining certain financial ratios, like indebtedness to EBITDA. If leverage exceeds allowed levels, the interest rate increases. There's also an unused commitment fee on the revolving credit facility. With a high enough credit rating, the company could benefit from lower interest rates. Lending conditions include restrictions related to the company's actions, like asset sales and mergers.

The funds will go towards various corporate needs, such as hotel redevelopment, acquisitions, debt repayment, and working capital. The terms include guarantees from subsidiaries and could change if the company achieves an investment-grade credit rating.

Proper names mentioned: - RLJ Lodging Trust - Wells Fargo Bank, National Association - RLJ Lodging Trust, L.P. - Capital One, N.A.

FONAR CORPORATION has announced the results of its operations and financial condition for the fiscal year ending June 30, 2024, in a press release dated September 27, 2024. The company is registered in Delaware and has its principal executive offices at 110 Marcus Drive, Melville, New York. Its common stock, with a par value of $.0001, is traded on the Nasdaq Stock Exchange under the symbol "FONR."

Names mentioned: - FONAR CORPORATION - Timothy R. Damadian (President and CEO)

Casella Waste Systems, Inc. has entered into a Second Amended and Restated Credit Agreement with Bank of America as the administrative agent and lender, along with other lenders. The agreement is effectively a refinancing of the company's term loans with the addition of a new term loan A facility worth $800 million and a new revolving credit facility of up to $700 million. Interest rates on these loans will vary based on the company's leverage ratio and they include sustainability-related performance adjustments starting fiscal year 2024. The credit facility is secured by substantially all assets of the company and its co-borrowers, subject to some exceptions, and contains standard financial covenants. The terms of the credit facility are intended to be extended up to September 27, 2029.

Names Mentioned: - Casella Waste Systems, Inc. - Bank of America, N.A. - BofA Securities, Inc. - TD Securities (USA) LLC

5C Lending Partners Corp. recently issued new equity securities. On September 26, 2024, the company issued 80,000 shares of common stock at $0.001 par value per share to an affiliate of its investment adviser for $2,000,000. Additionally, 515 shares of 12.0% Series A Cumulative Preferred Stock, also at $0.001 par value, were sold at $3,000 per share to qualified individual investors. The terms, including dividend rights, liquidation preference, and voting rights, are detailed in the company’s Articles Supplementary. This preferred stock is not convertible, has voting rights, and comes with certain restrictions and privileges, including a redemption option for the company with specified premiums. The preferred stock is a restricted security under current securities laws and cannot be freely transferred without compliance with those laws.

Names mentioned: - 5C Lending Partners Corp. - 5C Lending Partners Advisor LLC - C. Scott Harrison - Seth Lawry - Robert Gheewalla - Michael Koester - Thomas Connolly

West Bay BDC LLC entered into an Investment Management and Advisory Agreement with Goldman Sachs Asset Management, L.P. They also established a $300 million revolving credit facility with Standard Chartered Bank Ltd., with a maturity date of September 25, 2026. The facility is secured by the unfunded capital commitments of the company’s unitholders. The company also modified its rights of security holders, amended its Limited Liability Company Agreement, and conducted a private offering of units resulting in approximately $927 million of commitments.

Names mentioned: - West Bay BDC LLC - Goldman Sachs Asset Management, L.P. - Standard Chartered Bank Ltd. - Alex Chi (Co-Chief Executive Officer and Co-President of West Bay BDC LLC) - David Miller (Co-Chief Executive Officer and Co-President of West Bay BDC LLC)

Amentum Holdings, Inc. has appointed Stephen A. Arnette as Chief Operating Officer effective September 27, 2024. In separate news, the company, previously known as Amazon Holdco Inc., has made an amendment to its Certificate of Incorporation which increases the number of authorized shares of SpinCo Common Stock to 1 billion and has implemented a stock split, resulting in over 153 million issued and outstanding shares. This change is in relation to an expected distribution of shares coming from Jacobs Solutions Inc. to their stockholders.

Names Mentioned: - Amentum Holdings, Inc. - Amazon Holdco Inc. - Stephen A. Arnette - Jacobs Solutions Inc. - Justin Johnson