SEC 8-K News



Blue Owl Technology Finance Corp. II, based in Maryland, announced on January 16, 2025, that it has terminated its Revolving Credit Agreement, known as the Subscription Credit Facility, with Wells Fargo Bank, National Association, acting as the administrative agent, and other banks and financial institutions. The company has also repaid all outstanding loans associated with this credit facility in full as part of the termination process. The company's principal executive offices are located at 399 Park Avenue, New York, NY, 10022, and their telephone number is (212) 419-3000. Blue Owl Technology Finance Corp. II is an emerging growth company.

Names for clarity: - Blue Owl Technology Finance Corp. II (Company) - Wells Fargo Bank, National Association (Wells Fargo) - Jonathan Lamm (Chief Operating Officer and Chief Financial Officer of Blue Owl Technology Finance Corp. II)

CECO Environmental Corp. has announced its preliminary financial results for the fourth quarter and the full year ended December 31, 2024. A press release containing these results has been issued and is referenced as an exhibit in the report.

Proper Names Mentioned: - CECO Environmental Corp. - Kiril Kovachev (Chief Accounting Officer)

Incordex Corp. recently announced a significant change in its management structure. On January 13, 2025, Iurii Abramovici, the Chief Executive Officer and sole Director, sold 5,000,000 shares of Common Stock to Jun Lu, following an agreement dated October 8, 2024. This transaction has resulted in a change of control with Abramovici resigning from his positions within the company, and Jun Lu being appointed as the new CEO, President, CFO, Secretary, and Director, with his term expiring at the 2025 annual meeting of stockholders.

Jun Lu, based in China, has extensive experience as a corporate strategist and manager. Since January 2022, he has been the Chairman of SanXin Technology Ltd. and has co-founded Global Universal Environmental Lubricants Ltd., where he focused on environmentally friendly lubricants. Furthermore, he has experience in the pharmaceutical industry and has served in marketing and policy roles at Jin Zheng Pharmaceutical Ltd. and Fuyou Group, respectively. Lu is also a graduate of the Shanxi University of Landscape Architecture.

Proper Names Mentioned: - Incordex Corp. - Iurii Abramovici - Jun Lu - SanXin Technology Ltd. - Global Universal Environmental Lubricants Ltd. - Jin Zheng Pharmaceutical Ltd. - Fuyou Group - Shanxi University of Landscape Architecture

Bumble Inc. has announced preliminary financial results for the quarter ending December 31, 2024, emphasizing that these figures are based on current estimates and are still subject to finalization. The company has also shared that Whitney Wolfe Herd will return as Chief Executive Officer effective March 17, 2025, following the resignation of Lidiane Jones, who will remain with the company until April 13, 2025, to aid in the transition. Ann Mather has been appointed as Chair of the Board concurrently with these changes. Bumble Inc. plans to finalize and disclose Wolfe Herd's compensation as CEO at a later date. No additional details have been provided regarding Wolfe Herd's involvement in board committees or any related transactions.

  • Bumble Inc.
  • Whitney Wolfe Herd
  • Lidiane Jones
  • Ann Mather
  • Elizabeth Monteleone

Altair Engineering Inc. has reported that it filed a definitive proxy statement concerning a proposed merger with Siemens Industry Software Inc. and Astra Merger Sub Inc. The merger, scheduled for a Special Meeting on January 22, 2025, would result in Altair becoming a wholly owned subsidiary of Siemens Industry. Altair faces three lawsuits and multiple demand letters from stockholders regarding alleged misrepresentations and omissions in the proxy statement. To address the unmeritorious claims and avoid litigation costs, Altair voluntarily supplemented the proxy statement with additional disclosures. These supplemental disclosures provide further details on their previous communications, agreements, and financial analyses related to the merger. Altair has not conceded that these additional disclosures were legally necessary and denies all allegations raised in the lawsuits and demand letters.

Names for clarity: - Altair Engineering Inc. - Siemens Industry Software Inc. - Astra Merger Sub Inc. - Elstein vs. Altair Engineering Inc., et al. - Jones vs. Altair Engineering Inc., et al. - Kent vs. Altair Engineering Inc., et al.

YHN Acquisition I Limited has entered into a letter of intent with Mingde Technology Limited (Holdco) and Zhejiang Xiaojianren Internet Technology Co., Ltd (XJR). This agreement proposes a business combination with an equity valuation of $396 million, conditioned on a reorganization to be completed by Holdco and XJR, and the subsequent signing of a definitive agreement. They agreed to a 90-day exclusivity period to finalize their negotiations. No information is provided about a cybersecurity breach in this summary. The text includes forward-looking statements with the usual disclaimers about potential differences in future actual outcomes.

Names mentioned: - YHN Acquisition I Limited - Mingde Technology Limited (Holdco) - Zhejiang Xiaojianren Internet Technology Co., Ltd (XJR) - Satoshi Tominaga (Chief Executive Officer of YHN Acquisition I Limited)

Sky Petroleum, Inc. announced that it has received an Award Letter from the National Oil Corporation Headquarters in Tripoli, Libya, dated July 24, 2024. The letter indicates the NOC-Libya's intent to contract Sky Petroleum for providing drilling rigs as part of an extensive drilling program to increase oil production. Specific companies named for operations include Waha Oil Company, AGOCO, and others. The award is subject to conditions like rig inspection, acceptance, and timely mobilization to Libya. Confirmation of the first drilling rig acceptance was received for December 2024, and there is no assurance of fulfilling all conditions of the award.

Names mentioned: - Sky Petroleum, Inc. - National Oil Corporation Headquarters Tripoli, Libya (NOC) - Waha Oil Company - AGOCO (Arabian Gulf Oil Company) - Sirte Oil Company - Zallaf Oil and Gas - Akakus Oil Operations - Mabruk Oil Operations - Zueitina Oil Company - Mellitah Oil & Gas - Harouge Oil Company - Nafoush Oil Operations - Sarir Oil Operations - Karim Jobanputra (Chief Executive Officer and Director of Sky Petroleum, Inc.)

Emerald Holding, Inc. has disclosed that they are considering the refinancing of their existing senior secured credit facilities and have shared an updated company presentation with prospective lenders. The success of the refinancing is contingent on market conditions and the execution of definitive agreements. Furthermore, they have included forward-looking statements concerning various aspects of their business, emphasizing that actual outcomes could differ from these expectations due to various uncertainties. They advise caution as these statements are not guaranteed to be accurate and are influenced by factors outside their control.

Names: Emerald Holding, Inc., David Doft (Chief Financial Officer)

NeoGenomics, Inc. announced that on January 14, 2025, they issued retention bonuses to three top executives. Jeffrey Sherman, Chief Financial Officer, was awarded a cash bonus of $400,000 and $750,000 in restricted stock units (RSUs), both vesting in 2026 if he remains employed. Melody Harris, President, Enterprise Operations, and Warren Stone, President, Clinical Services, received identical cash bonuses and RSUs, vesting on different dates in 2026, with Stone's cash bonus payable in 2025. Should employment terminate for reasons other than Cause, they would receive a prorated share of the cash bonus. The terms are governed by their employment agreements. Additionally, the company issued a press release on January 15, 2025, detailing its long-range plan and 2025 earnings guidance.

List of Names - NeoGenomics, Inc. - Jeffrey Sherman - Melody Harris - Warren Stone

Neuphoria Therapeutics Inc. has regained compliance with the Nasdaq Minimum Bid Price Requirement. The company's common stock maintained a closing bid price of at least $1.00 per share for 10 consecutive business days from December 24, 2024, to January 8, 2025. Previously, Neuphoria received a deficiency notice because their share price had fallen below $1.00 but has since resolved the issue. The company warns that forward-looking statements within their report carry risks and uncertainties.

Names in the report: - Neuphoria Therapeutics Inc. - The Nasdaq Stock Market LLC - Spyridon Papapetropoulos (Chief Executive Officer and President of Neuphoria Therapeutics Inc.)

Taylor Devices, Inc. has announced that Alan R. Klembczyk, the President and a Board member, will retire as President effective June 1, 2025, and will not seek reelection to the Board at the 2025 Annual Meeting. He will continue to serve on the Board until his term expires. Concurrently, Klembczyk entered into a Retirement Agreement with the company to provide support services as an employee until November 30, 2025. He will retain his current salary, remain eligible for his current benefits, and his outstanding stock options will remain exercisable under specific conditions.

Names for clarity: - Taylor Devices, Inc. - Alan R. Klembczyk - Timothy J. Sopko

Magnolia Bancorp, Inc., the holding company for Mutual Savings and Loan Association, announced that the Association has successfully completed its conversion from a federally chartered mutual savings and loan association to a federally chartered stock savings and loan association as of the end of business on January 14, 2025. The common stock of the company is expected to start trading on the OTCQB Market with the ticker symbol "MGNO" from January 15, 2025. Additional details can be found in the press release dated January 14, 2025.

For clarity: - Company: Magnolia Bancorp, Inc. - Association: Mutual Savings and Loan Association - Ticker Symbol: MGNO - OTCQB Market: Operated by the OTC Markets Group

Saul Centers, Inc. has announced that J. Page Lansdale resigned from the Board of Directors on January 9, 2025. There was no disagreement between Lansdale and the company related to its operations, policies or practices that prompted his departure. The common stock and depositary shares of Saul Centers, Inc. are traded on the New York Stock Exchange with the symbols BFS, BFS/PRD, and BFS/PRE respectively.

  • Saul Centers, Inc.
  • J. Page Lansdale
  • New York Stock Exchange (NYSE)

GEN Restaurant Group, Inc. has announced that Jae Chang has resigned from his position as Co-Chief Executive Officer, effective immediately on January 8, 2025. The company clarified that Chang's resignation was not the result of any disagreement with the company's operations, policies, or practices. Following Chang's resignation, David Kim will assume the role as the sole Chief Executive Officer of GEN Restaurant Group, Inc. Additionally, on January 14, 2025, the company issued a press release which is attached to their announcement as Exhibit 99.1.

Proper Names Mentioned: - GEN Restaurant Group, Inc. - Jae Chang - David Kim - Thomas V. Croal

Kairos Pharma, Ltd. has entered into a Securities Purchase Agreement to raise $3.5 million in aggregate gross proceeds through the sale of common units and pre-funded units to accredited investors. Each common unit is priced at $1.40 and consists of one share of common stock and a warrant to purchase one and a half shares of common stock. The pre-funded units cost $1.399 each and include a pre-funded warrant to purchase one common share and a half share warrant. The pre-funded warrants can be exercised immediately for $0.001 per share, while common warrants become exercisable six months post-issuance and expire five and a half years from the issuance date. Investors can exercise warrants unless doing so would cause their ownership to exceed 4.99% or 9.99% of outstanding common stock, which can be changed with a 61-day notice. The closing of the units sale is expected on January 15, 2025, and the company has engaged D. Boral Capital LLC and Boustead Securities, LLC as co-placement agents.

In tandem with the Purchase Agreement, Kairos Pharma Ltd. signed a Registration Rights Agreement, necessitating the filing of a registration statement with the SEC covering the resale of the PIPE Investors' common shares and the Warrant Shares. The company must file this within 15 days after the offering’s final closure and have it declared effective within 30 days, or 60 days if SEC review occurs.

Additionally, executive officers, directors, and significant shareholders have agreed to a 90-day lock-up period, during which they may not sell company securities without investor consent.

The above transactions are being conducted without registration under the Securities Act in reliance on Section 4(a)(2) as transactions not involving a public offering and/or Rule 506(b) of Regulation D, in addition to state securities laws exemptions.

Proper names for clarity: - Kairos Pharma, Ltd. - D. Boral Capital LLC - Boustead Securities, LLC - John S. Yu

Foot Locker, Inc. has expanded its Board of Directors from 9 to 11 members and elected Sonia Syngal and John Venhuizen as new directors, effective immediately. They will serve until the 2025 Annual Meeting of Shareholders. Syngal joins the Audit Committee and the Human Capital and Compensation Committee, while Venhuizen joins the Audit Committee and the Technology and Digital Engagement Committee. Both new non-employee directors will receive compensation comparable to other non-employee directors. Additionally, on January 14, 2025, Foot Locker issued a press release regarding these board elections.

  • Names mentioned: Sonia Syngal, John Venhuizen, Jennifer L. Kraft.

Grid Dynamics Holdings, Inc. has approved changes to its Outside Director Compensation Policy. These changes include an increase of the annual restricted stock unit (RSU) award for the non-executive Chairman of the Board from $20,000 to $30,000, the introduction of annual RSU awards of $40,000 for the chairs of each Board committee, and RSU awards of $30,000 for members of each Board committee who are not also chairs. The revised policy details are included in an accompanying formal document.

  • Grid Dynamics Holdings, Inc.
  • Board of Directors
  • Non-executive Chairman of the Board
  • Board committee chairs and members

The Mosaic Company has elected new directors to its Board. On January 13, 2025, Sonya C. Little and Kathleen M. Shanahan were named directors with terms expiring at the 2025 annual shareholder meeting. Little will serve on the Audit Committee, while Shanahan will be part of the Compensation and Human Resources Committee. Both will receive compensation as outlined in the 2024 Proxy Statement and have been granted a prorated portion of restricted stock units valued at $64,726.

  • The Mosaic Company
  • Sonya C. Little (former Executive Vice President, Chief Administrative Officer of Strategic Property Partners LLC)
  • Kathleen M. Shanahan (Senior Advisor and former CEO of Turtle & Hughes, Inc.)
  • Philip E. Bauer (Senior Vice President, General Counsel and Corporate Secretary of The Mosaic Company)

Magnolia Bancorp, Inc. announced that it has received all final regulatory approvals to complete its conversion from a federally chartered mutual savings and loan association to a federally chartered stock savings and loan association. The transition, including a stock offering, is expected to close at the end of business on January 14, 2025. Starting January 15, 2025, the company's common stock will be quoted on the OTCQB Market operated by OTC Markets Group. Further details are available in a press release dated January 13, 2025.

Names mentioned: - Magnolia Bancorp, Inc. - Mutual Savings and Loan Association - OTCQB Market - OTC Markets Group - Michael L. Hurley

CeriBell, Inc. is set to present at the 2025 J.P. Morgan Annual Healthcare Conference on January 13, 2025. A copy of the presentation slides has been made available and is referenced in the documentation.

  • Company Name: CeriBell, Inc.
  • Event: 2025 J.P. Morgan Annual Healthcare Conference
  • Date: January 13, 2025
  • Presenter: Scott Blumberg, Chief Financial Officer

Design Therapeutics, Inc. has updated its corporate presentation for use in subsequent meetings with investors, analysts, and others as of January 13, 2025. This updated presentation can be found attached to their recent public filing. The information provided in the presentation, including the attachment, is not considered legally filed and is not subject to the liabilities of the securities laws. It's also not intended to be incorporated by reference into future filings.

  • Design Therapeutics, Inc.
  • Pratik Shah, Ph.D. (President, Chief Executive Officer and Chairperson)

United Therapeutics Corporation announced its upcoming participation at the 43rd annual J.P. Morgan Healthcare Conference in San Francisco. On January 13, 2025, from 2:15 p.m. to 2:55 p.m. Pacific Standard Time, the company will present an overview and update on its business strategies. Attendees can watch the presentation live through a webcast available on the company's website. An archived version of the session will be offered 24 hours after the event concludes, available for streaming for 30 days at the same site. Presentation materials utilized during the event will be accessible on the website as well.

Names mentioned:

  • United Therapeutics Corporation
  • J.P. Morgan
  • Paul A. Mahon (General Counsel)

Cohen Circle Acquisition Corp. I announced on January 13, 2025, that it signed a letter of intent with VEON Ltd. to combine businesses, aiming to list VEON's Ukrainian digital operator, Kyivstar, on the Nasdaq Stock Market in the U.S. Post-combination, VEON is expected to maintain at least an 80% stake in the publicly listed entity. Details will be disclosed after a definitive agreement, which is anticipated by the second quarter of 2025, subject to board approvals, shareholder consent, regulatory nods, and other standard closing conditions. No securities offering is being made by this announcement.

Proper names for clarity: - Cohen Circle Acquisition Corp. I - VEON Ltd. - Kyivstar - Nasdaq Stock Market LLC - R. Maxwell Smeal

MGM Resorts International has announced that on January 8, 2025, their Board of Directors amended and restated the company's bylaws. The changes include clarification for holding virtual stockholder and board meetings, adjournment procedures, and voting at meetings. There are updates to the director nominations process regarding the "universal proxy" rules, and a requirement for stockholders to prove compliance when nominating directors other than the company's nominees. Additionally, they updated the exclusive forum provision and made other minor changes. The complete text of these bylaws and a document showing the changes is available as exhibits attached to the report.

  • Names mentioned: MGM Resorts International, Jessica Cunningham (Senior Vice President, Legal Counsel, and Assistant Secretary)
  • Location: Las Vegas, Nevada

SenesTech, Inc. has reported that its Board of Directors has increased the number of board members to six and has appointed Joshua M. Moss as an independent director. Mr. Moss will serve as a Class I director until the Annual Meeting of Stockholders in 2026. He will also join the Audit Committee and the Commercialization Committee. There aren't any disclosed arrangements or transactions involving Mr. Moss relevant to his selection as a director. The company has issued a press release to announce Mr. Moss’s appointment.

  • SenesTech, Inc.
  • Joshua M. Moss
  • The Nasdaq Stock Market LLC
  • Thomas C. Chesterman

Bioxytran, Inc. has announced that on January 10, 2025, they will release a press statement regarding a recent preprint on immune checkpoint inhibitors and the influence of galectin-3 on therapy resistance. Authored by Dr. Adesuyi Ajayi, Dr. David Platt, and Andrew Blumenthal, the research details the potential of galectin-3 modulation to enhance objective response rates and remission-free survival in oncology patients. The press release will be titled "Bioxytran’s Cancer Preprint Reveals Potential to Enhance Most Immunotherapy Drugs" and will be distributed through Globe Newswire.

Notable Names: - Dr. Adesuyi Ajayi (interim CMO) - Dr. David Platt (CEO) - Andrew Blumenthal

NextCure, Inc. has announced that the first patient has been dosed in its Phase 1 study of LNCB74, a drug being developed as a therapy for multiple types of cancer. The drug in question is a B7-H4-targeting antibody-drug conjugate (ADC). This information was released in a press release by the company.

Proper names in the text: - NextCure, Inc. - LNCB74 - Steven P. Cobourn

Brightcove Inc. has announced that as part of its ongoing merger with Bending Spoons US Inc, Bending Spoons S.p.A., and Blossom Merger Sub Inc., the Hart-Scott-Rodino Antitrust Improvements Act waiting period expired on January 8, 2025. The completion of the merger is still pending other customary closing conditions, including approval from Brightcove's stockholders. A special stockholder meeting to consider adopting the merger agreement is scheduled to be held virtually on January 30, 2025.

Names Mentioned: - Brightcove Inc. - Bending Spoons US Inc. - Bending Spoons S.p.A. - Blossom Merger Sub Inc. - Hart-Scott-Rodino Antitrust Improvements Act - John Wagner (Chief Financial Officer)

AerSale Corporation reported that one of its leased parts warehouses in Roswell, New Mexico, was destroyed in a fire in April 2024. The fire consumed various aircraft parts inventory, which the company has insured for up to $100 million with a $10,000 deductible. They filed a claim for approximately $67 million, representing the replacement value of the lost inventory, which had a cost basis of $6.0 million. As of September 30, 2024, AerSale recorded an impairment and a non-trade receivable of $6.0 million each due to the unpaid claim. They reached an agreement with the insurance carriers on December 9, 2024, for an advance payment on the claim of $37.0 million, with $34.6 million already received. Negotiations are ongoing to determine the final valuation, and the company is optimistic about recovering further amounts up to the claimed value.

List of Names: - AerSale Corporation - James Fry (Executive Vice President, General Counsel & Corporate Secretary)

Everspin Technologies, Inc. has appointed William Cooper as the company's new Chief Financial Officer, effective January 6, 2025. Previously, Mr. Cooper worked at Advanced Micro Devices, Inc., holding several executive finance roles. His extensive background includes serving as Director of Finance at AMD, where he supported various functions, including financial planning and analysis, compliance, supply chain, and operations finance. Mr. Cooper's compensation includes a $300,000 base salary, potential for 75% of that salary as an annual bonus, a $45,000 sign-on bonus contingent on one year of service, and 100,000 restricted stock units that vest over four years. He's also part of the Executive Change in Control Plan, providing benefits in case of termination around a change in control event. Concurrently, Matthew Tenorio's role as Interim CFO concluded, and he transitioned to Vice President, Finance on the same date.

Names mentioned: - Everspin Technologies, Inc. - William Cooper - Advanced Micro Devices, Inc. (AMD) - Matthew Tenorio - Sanjeev Aggarwal

Perfect Moment Ltd. announced on January 6, 2025, that it has formed partnerships with globally recognized sales agencies to boost its brand awareness and grow its international market presence. The details of this announcement are available in a press release referenced as Exhibit 99.1. The company's common stock is listed on NYSE American LLC under the trading symbol PMNT. Additionally, Perfect Moment Ltd. is designated as an emerging growth company.

Names mentioned: - Perfect Moment Ltd. - NYSE American LLC - Jeff Clayborne (Chief Financial Officer)

OUTFRONT Media Inc. has announced a reverse stock split, which will go into effect on January 17, 2025. Every shareholder will receive one new share for approximately every 1.024549 shares they currently hold. This reduction in the number of outstanding shares is designed to neutralize the dilutive effect of a special dividend that was paid on December 31, 2024. Post-split, the total outstanding shares will taper to around 165,985,890, nearly the same as before the dividend. Share value, authorized share count, and par value per share will remain the same. Shares will continue trading on the New York Stock Exchange under the symbol “OUT” with a new CUSIP number. Fractional shares resulting from the split will be compensated with cash payments.

Proper names: - OUTFRONT Media Inc. - New York Stock Exchange - Matthew Siegel (Executive Vice President and Chief Financial Officer)

Vir Biotechnology, Inc. has announced that they will discuss initial data from Phase 1 clinical studies regarding their dual masked T-cell engagers, VIR-5818 and VIR-5500, targeting various solid tumors and metastatic castration-resistant prostate cancer respectively. The discussion will take place during a virtual investor event scheduled for January 8, 2025, with a live webcast available on their investor relations website. Moreover, a clerical error involving a missing electronic signature from Ernst & Young on the Consent document filed in their 2023 Form 10-K has been rectified and properly signed Consent is now included as an exhibit.

Proper names mentioned: - Vir Biotechnology, Inc. - Ernst & Young - Marianne De Backer

Rain Enhancement Technologies Holdco, Inc. announced the completion of a business combination with Coliseum Acquisition Corp and related entities. This deal merged Rain Enhancement Technologies, Inc. (RET) and Coliseum, resulting in RET and its subsidiaries becoming wholly-owned by the combined entity now known as Rain Enhancement Technologies Holdco, Inc. (Holdco). On December 31, 2024, Holdco closed on $700,000 of private investment in public equity (PIPE) and anticipates closing on an additional $650,000 following the merger. Noteworthy figures mentioned in the text include Harry You, Paul Dacier, Lyman Dickerson, Niccolo de Masi, Christopher Riley, Randy Seidl, and Alexandra Steele among others.

Legacy Ventures International, Inc. has announced that Mr. Hoi Sau Koo has resigned from his positions as Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary, and Chairman of the Board of Directors. Subsequently, Dr. Seung Fai Wong, aged 59, has been appointed to these positions. Dr. Wong brings over 30 years of experience in various professional consultancy roles and valuation services across multiple countries. He holds a Ph.D. from Queen’s University of Brighton and has significant post-qualification experience.

Names mentioned: - Legacy Ventures International, Inc. - Mr. Hoi Sau Koo - Dr. Seung Fai Wong

Thumzup Media Corporation has acquired 9.783 Bitcoin for the total price of $1,000,020, at an average price of $102,220 per Bitcoin. The company's management has proposed to the Board of Directors the option of holding up to 90% of its liquid assets in Bitcoin. Thumzup plans to start paying its gig-economy workers in Bitcoin in the coming weeks, ensuring compliance with all applicable laws and regulations.

Coinbase Prime is providing custodian and self-custodial wallet services for Thumzup's Bitcoin holdings, under an agreement attached to the report as Exhibit 10.1. The company is supplementing the risk factors it previously disclosed with additional ones related to the Bitcoin investment. They indicate potential risks from the volatility of Bitcoin's price, the change in the accounting treatment of Bitcoin, counterparty risks including custodian bankruptcy, and regulatory changes which could affect Bitcoin's classification, potentially impacting the company's business status and operations.

Proper names mentioned: - Thumzup Media Corporation - Coinbase Prime - U.S. Securities and Exchange Commission (SEC) - Three Arrows Capital - Celsius Network - Voyager Digital - FTX Trading - Genesis Global Capital - Signature Bank - Silvergate Bank - Prime Trust, LLC - Gemini Trust Company - Financial Accounting Standards Board (FASB) - Accounting Standards Update (ASU) 2023-08 - European Union’s Markets in Crypto Assets Regulation - Financial Services and Markets Act 2023 (FSMA 2023) - Binance Holdings Ltd. - Payward Inc. - Payward Ventures Inc. (Kraken) - Coinbase, Inc.

TSS, Inc. has entered a Credit Agreement with Susser Bank through its subsidiary VTC, L.L.C. This agreement includes a $20 million term loan facility with the option for up to $5 million in additional incremental term loans. The loan interest will vary but will not exceed the maximum legal rate in Texas. The note issued to Susser has monthly repayments starting February 5, 2025, with a maturity date of January 5, 2030, unless a default event occurs. The loan will finance improvements at the Georgetown, Texas leased location and for working capital. TSS, Inc. guarantees the obligations and has secured the loan with a first priority lien on nearly all of its assets.

The company also filed a "universal shelf" registration statement, allowing it to potentially raise up to $150 million through various securities offerings in the future.

Names mentioned: - TSS, Inc. - VTC, L.L.C. - Susser Bank - Daniel M. Chism

MBX Biosciences, Inc. announced on January 7, 2025, that its cash, cash equivalents, and marketable securities totaled $262.1 million as of December 31, 2024, figures that are unaudited and preliminary. Additionally, they disclosed positive topline results from their Phase 1 trial for the drug MBX 1416, potentially for the treatment of post-bariatric hypoglycemia. The results suggest MBX 1416 was well-tolerated with a favorable safety profile. The trials support moving into Phase 2 in the second half of 2025. They have also released a press statement on these developments.

*MBX Biosciences, Inc. *Phase 1 Topline Results *MBX 1416 *Post-bariatric Hypoglycemia (PBH) *Phase 2 Trial

GMTech Inc. has issued a press release on January 6, 2025, announcing the introduction of EARSON, a breakthrough WEB3 smartphone created by its fully-owned subsidiary Shenggang Excellence Limited. Details of this release are not deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to its liabilities, nor will they be incorporated into any filing with the company made with regulatory authorities.

Names: - GMTech Inc. - Shenggang Excellence Limited - Yuyang Cui (Chief Executive Officer of GMTech Inc.)

Colombier Acquisition Corp. II, a company based in the Cayman Islands, has announced a Business Combination Agreement with Metroplex Trading Company, LLC, doing business as GrabAGun, on January 6, 2025. The deal also includes GrabAGun Merger Sub LLC, and Gauge II Merger Sub Corp., with GrabAGun Merger Sub and Colombier Merger Sub being merged into their respective parent companies. As a result, Colombier II and GrabAGun will become wholly-owned subsidiaries of a new publicly traded company formed in connection with the deal. The announcement was accompanied by a joint press release, and an investor presentation by GrabAGun is included as part of the announcement materials.

Company Names Mentioned: - Colombier Acquisition Corp. II - Metroplex Trading Company, LLC (d/b/a GrabAGun) - GrabAGun Digital Holdings Inc. - Gauge II Merger Sub LLC - Gauge II Merger Sub Corp.

Regional Health Properties, Inc., based in Georgia, announced on January 6, 2025, that they have executed a Merger Agreement with SunLink Health Systems, Inc., also a Georgia corporation. The merger, dated January 3, 2025, will result in SunLink merging with Regional Health Properties, with the latter continuing as the surviving entity. The joint press release was attached to the announcement. The merger is subject to conditions and terms, including regulatory and shareholder approvals.

The common stock and Series A Redeemable Preferred Shares of Regional Health Properties are registered and traded on the NYSE American under the symbols RHE and RHE-PA, respectively.

Proper Names Mentioned: - Regional Health Properties, Inc. - SunLink Health Systems, Inc. - NYSE American

Septerna, Inc. has appointed Gil M. Labrucherie as Chief Financial Officer, principal financial officer, and principal accounting officer, effective January 6, 2025. Labrucherie, with over 25 years in senior leadership in the biotech sector, previously worked at Acelyrin, Inc. and Nektar Therapeutics, and has been a trustee of the Bloom Trust and served on boards including Rezolute, Inc. He also practiced law at Wilson Sonsini Goodrich & Rosati, P.C., is a CFA charterholder, and a member of the State Bar of California. His compensation includes a $485,000 annual base salary, 40% target bonus, and executive severance benefits.

Correspondingly, Ran Xiao, who served as the Interim Chief Financial Officer, will resign from this role effective January 6, 2025, but will continue as Vice President of Finance and Business Operations. Alongside this transition, Septerna has issued a press release announcing Labrucherie's appointment.


Names: - Septerna, Inc. - Gil M. Labrucherie - Acelyrin, Inc. - Nektar Therapeutics - Bloom Trust - Rezolute, Inc. - Wilson Sonsini Goodrich & Rosati, P.C. - Valinor Pharma LLC - Grünenthal - Ran Xiao - Jeffrey Finer, M.D., Ph.D.

Bit Digital Inc. has disclosed that it previously qualified as a foreign private issuer, but as of the last business day of the second quarter of 2024 (June 30, 2024), it determined it no longer met the qualifications. Starting January 1, 2025, Bit Digital Inc. is now required to file periodic reports and registration statements as a U.S. domestic issuer, which entails more detailed and prompt filings compared to those for a foreign private issuer.

Names mentioned: - Bit Digital, Inc. - Samir Tabar (Chief Executive Officer)

Celestica Inc. has announced the appointment of Mr. Amar Maletira to its Board of Directors, effective January 1, 2025. Mr. Maletira has been determined to qualify as an independent director and he will serve on the Audit Committee, Human Resources and Compensation Committee, and Nominating and Corporate Governance Committee. His compensation will align with the existing director compensation guidelines. With over 25 years in the industry, Mr. Maletira's experience spans various senior executive roles and he is currently the CEO and a director at Rackspace Technology. There are no disclosed conflicts of interest or related-party transactions associated with his appointment.

List of proper names: - Celestica Inc. - Amar Maletira - Rackspace Technology - VIAVI Solutions, Inc. - Hewlett-Packard (HP) - Siemens - HCL-Picker - Douglas Parker

LAVA Therapeutics N.V. has announced that starting January 1, 2025, it will begin filing periodic reports and registration statements as a U.S. domestic issuer, adhering to the more detailed and prompt requirements compared to its previous status as a foreign private issuer. The company disseminates material information through various channels, including filings, press releases, public calls, its website, and social media accounts on LinkedIn, X, and YouTube. They advise the public to follow these channels as any information shared could be considered material.

Proper Names Mentioned: - LAVA Therapeutics N.V. - Fred Powell (Chief Financial Officer)

Translational Development Acquisition Corp. reported the successful completion of their initial public offering (IPO) on December 24, 2024. In the IPO, they issued 17,250,000 units, including the full exercise of the underwriter's over-allotment option. Each unit was sold at $10.00, with each consisting of one Class A ordinary share and one-half of a redeemable warrant. Each whole warrant allows purchasing one Class A ordinary share at $11.50. The IPO generated $172,500,000 in gross proceeds. Alongside the IPO, the company also completed a private sale of 7,075,000 warrants, resulting in additional proceeds of $7,075,000. Cumulatively, the net proceeds totaling $174,225,000 were placed in a trust account with Continental Stock Transfer & Trust Company acting as trustee. An audited balance sheet reflecting the proceeds was issued and included in their financial statements. The filing was signed by Michael B. Hoffman, the Chief Executive Officer of the company.

Proper Names: - Translational Development Acquisition Corp. - TDAC Partners LLC - Continental Stock Transfer & Trust Company - Michael B. Hoffman

Berkshire Hathaway Energy Company has issued 481,000 shares of its 4% Perpetual Preferred Stock to a related entity as part of a merger agreement with another subsidiary. The company executed a reverse stock split and reduced authorized shares of common stock to 100, which became effective recently. Additionally, the filing includes the completion of a merger with BHE B Inc., a fully-owned subsidiary within the group. No cybersecurity breaches were reported in this summary.

Names mentioned: - Berkshire Hathaway Energy Company - Berkshire Hathaway Inc. - BHE B Sole Preferred Stockholder - BHE B Inc. - Charles C. Chang

IEH Corporation has entered into an employment agreement with David Offerman, who serves as the CEO and President of the company. The agreement is effective from January 1, 2025, until December 31, 2029. Offerman will earn a base salary of $491,745 annually and is eligible for a performance-based bonus of up to 100% of his base salary. He will also receive 25,000 options to purchase common stock at $10.75 per share, which are fully vested. Should his employment end without cause or for good reason, he's entitled to severance, extended health plan participation, and accrued compensation. Lastly, Offerman agrees to customary post-termination non-compete and non-solicitation obligations.

  • David Offerman: CEO and President
  • Subrata Purkayastha: Chief Financial Officer

DT Midstream, Inc. has successfully completed the acquisition of Guardian Pipeline, L.L.C., Midwestern Gas Transmission Company, and Viking Gas Transmission Company from ONEOK Partners Intermediate Limited Partnership and Border Midwestern Company on December 31, 2024. This acquisition was earlier announced and was finalized at a purchase price of $1.2 billion at 11:59 PM Central Time on the closing date. The transaction was deemed not to require pro forma financial statements for inclusion as it did not exceed the 20% significance threshold under Regulation S-X 3-05. Additionally, DT Midstream issued a press release about the closing of the transaction.

Names Mentioned: - DT Midstream, Inc. - DTM Interstate Transportation, LLC (DTM Transportation) - ONEOK Partners Intermediate Limited Partnership (ONEOK Intermediate) - Border Midwestern Company - Guardian Pipeline, L.L.C. - Midwestern Gas Transmission Company - Viking Gas Transmission Company - Jeffrey A. Jewell (Executive Vice President and Chief Financial Officer of DT Midstream, Inc.)

Maiden Holdings, Ltd. has been sued by WUSO Holding Corporation and 683 Capital Partners on December 26, 2024. The lawsuit, filed in the New York State Supreme Court, alleges that Maiden violated the terms of an indenture related to its Senior Unsecured 7.75% Notes during the sale of Maiden Reinsurance North America, Inc. six years prior. The plaintiffs are seeking immediate payment of principal and interest instead of at the stated maturity date. Maiden Holdings disputes the claims and plans to defend itself vigorously.

  • Maiden Holdings, Ltd.
  • WUSO Holding Corporation
  • 683 Capital Partners
  • Maiden Reinsurance North America, Inc.
  • Lawrence F. Metz