Most material SEC filings — August 21, 2026

reAlpha Tech Corp. (market cap ~$5.5M) completed acquisition of InstaMortgage Inc. on August 19, 2026, for approximately $8.5M total consideration: $0.5M cash at closing, $1.5M in reAlpha stock at closing (Closing Reference Price: $0.5004/share), and $6.5M in deferred semi-annual payments over 3 years (minimum $1.5M in cash). InstaMortgage founders Shashank Shekhar (92.5% owner) and Ankur Dhingra (7.5% owner) sold all shares. The deal adds mortgage origination, underwriting, and funding across 38 states; reAlpha waived two regulatory approvals (Virginia and New York, representing ~22.3% and ~23.5% of historic loan volume) to close.

Werewolf Therapeutics agreed to merge with Ambros Therapeutics (via merger sub Wave Atlantis) in an all-stock transaction. Ambros equity valued at $500M, Werewolf at $47.5M; combined company to be named Ambros Therapeutics. Concurrent PIPE financing of $150M gross proceeds. Werewolf shareholders receive CVRs tied to legacy asset monetization. Deal dated August 21, 2026; stockholder votes and regulatory approvals required to close.

On 2026-08-17, VivoSim Labs (market cap ~$7.5M) received notice of failure to satisfy continued listing standards. The 8-K filed 2026-08-21 discloses Item 3.01 (delisting/listing transfer). No specific dollar amounts, remediation timeline, or detailed compliance deficiency are disclosed in the filing text provided.

Citius Pharmaceuticals (market cap ~$11.4M) received notice on August 17, 2026, from its listing exchange regarding failure to satisfy continued listing rules or standards, triggering potential transfer of listing or delisting proceedings. No specific remediation timeline, financial threshold details, or counterparty terms are disclosed in the filing document provided.

Silexion Therapeutics Corp filed an 8-K on 2026-08-21 reporting Item 3.01: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard. The filing provides no specific dollar amounts, share counts, or detailed remediation plans. The company (total assets ~$4.6M, Israel-based biotech) has triggered an exchange delisting notice, indicating it has failed to meet continued listing standards, though the exact non-compliance reason is not disclosed in this extract.

Rain Enhancement Technologies Holdco, Inc. filed an 8-K on August 21, 2026, reporting Item 3.01: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard, with a transfer of listing occurring as of August 18, 2026. No specific dollar amounts, counterparties, or remedial details are disclosed in the filing header; the full text would contain the substantive explanation.

On August 19, 2026, BioCardia received notice of failure to satisfy continued listing standards. The filing indicates Item 3.01 delisting notice but does not specify the reason, exchange, cure period, or any other details. At $9.7M market cap, delisting would be existential—eliminating public trading and likely access to capital markets.

Real Brokerage (NASDAQ: REAX) has received final court approval from the Supreme Court of British Columbia for its acquisition of RE/MAX Holdings (NYSE: RMAX) under a Merger Agreement dated April 26, 2026 and amended June 12, 2026. Both companies' shareholders approved the transaction at special meetings on August 14, 2026. Subject to remaining closing conditions, the transaction is expected to close on August 24, 2026. No transaction value, purchase price, or stock exchange ratio is disclosed in this filing.

On August 17, 2026, Estrella Immunopharma received notice of failure to satisfy continued listing standards (Item 3.01). The filing does not specify the dollar amount involved, specific listing rule violated, or remediation timeline. This is a delisting notice, not a completed delisting.

authID Inc. (market cap ~$63.5M) filed an 8-K on August 21, 2026 disclosing Item 3.01: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard. The filing indicates the company has failed to meet continued listing requirements on its exchange. No specific remediation details, dollar amounts, or timeline for resolution are provided in the document header.

On August 20, 2026, Dragonfly Energy Holdings Corp. (DFLI) received a notice of failure to satisfy continued listing standards, triggering a delisting proceeding. No specific deficiency, remediation plan, or timeline details are disclosed in this filing. The company is a small-cap manufacturer (market value ~$5.8M) incorporated in Nevada.

On August 20, 2026, Pasithea Therapeutics Corp. (market cap ~$5.1M) received notice of failure to satisfy continued listing standards (Item 3.01). The filing provides no specific details on which listing rule was violated, remediation plan, or timeline. This is a critical compliance event for a micro-cap biotech company.

On August 19, 2026, K&F Growth Acquisition Corp. II received notice of delisting or failure to satisfy continued listing rules/standards (Item 3.01). The filing provides no specific details on which exchange issued the notice, the underlying cause, remediation timeline, or financial impact. This is a SPAC with approximately $297M market value.

Flash Sports & Media Holdings (market cap ~$3.1M) received a Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard, filed on 2026-08-21 for period ending 2026-08-19. The filing indicates Item 3.01 (delisting notice) and references a potential transfer of listing. No specific dollar amounts, cure periods, or remediation details are disclosed in the available filing metadata.

Lafayette Square Loan Servicing, as agent and lender under a Term Loan and Security Agreement dated December 3, 2021, issued a waiver letter dated August 18, 2026 forgiving eight specified events of default by Direct Digital Holdings, LLC and its guarantors (DDH Inc., Colossus Media LLC, Huddled Masses LLC, Orange142 LLC). Defaults included: failure to maintain minimum unrestricted cash of $450,000, Consolidated Total Leverage Ratio of ≤3.50x, Fixed Charge Coverage Ratio of ≥1.25x, minimum quarterly Consolidated EBITDA of $200,000, failure to complete refinancing by June 30, 2026, nonpayment of fees/interest under May 2026 amendment, and nonpayment of interest for May–July 2026. Waivers are temporary (effective through August 31 or September 30, 2026 depending on covenant) and do not forgive the underlying obligations; accrued unpaid interest and amendment fees remain due by September 30, 2026. No dollar amount of the loan principal is disclosed.

Adial Pharmaceuticals (market cap ~$6.5M) filed an 8-K on August 21, 2026 reporting Item 3.01: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard. The filing indicates the company has received notice of non-compliance with exchange listing standards, though the specific rule violation, timeline for cure, and exchange are not detailed in this filing header. The filing documents show standard SEC submission files but do not provide the substantive disclosure required to assess the severity or remediation pathway.

TruGolf Holdings (market cap ~$3.2M) filed an 8-K on 2026-08-21 reporting Item 3.01 (delisting notice/listing standard failure), Item 3.02 (unregistered equity sale), and Item 8.01 (other events). The filing does not disclose counterparty names, dollar amounts, share counts, or specific dates of equity transactions—only that unregistered securities were sold and a delisting notice was received. No material terms are specified in the available text.

On February 19, 2026, CDT Equity Inc. acquired 20% of Sarborg Limited (1,020 shares) from its shareholders for: 2,392 CDT common shares, pre-funded warrants for 439,915 CDT shares, and $8 million in deferred cash (due when CDT raises ≥$20M via ATM). CDT accounts for this as an equity-method investment. Sarborg is a 16-month-old AI/pharmaceutical discovery company with $4.6M revenue (2025), $0.8M accumulated deficit, $10K cash, and substantial going-concern doubt; 100% of its revenue came from CDT under multiple service agreements. Pro forma adjusts CDT's equity by +$115M (stock/warrants) and adds $8M accrued liability.

Director SUMITOMO MITSUI FINANCIAL GROUP, INC. (JEF) bought 5.9M shares (~$324.0M) on the open market (41% of holdings). Open-market insider purchase — historically a bullish signal.

The Trust announced on August 21, 2026, it will not declare a monthly cash distribution for August 2026 to unit holders. Excess production costs total $11.43M gross ($8.57M net to Trust), increasing $1.80M gross ($1.35M net) from July; the Trust has also drawn $31,986 from its $1.03M line of credit to cover August administrative expenses. No distributions will resume until excess costs are repaid, a $2M reserve is established, and the line of credit is paid off.

On August 12, 2026, Aptevo Therapeutics (market cap ~$9.8M) completed a private placement issuing 861,708 Pre-Funded Warrants and 4,308,540 Common Warrants (exercise price $4.03/share) plus 1,274,610 Inducement Warrants to three funds (Armistice, Hudson Bay, Sabby). The company received ~$4.5M gross proceeds. The transaction also induced exercise of 254,922 existing warrants at the reduced $4.03 price. Total resale shares registered: 6,444,858 (355% of current outstanding 1.81M shares). No proceeds flow to company from resales; all go to selling stockholders. Stock price on August 20, 2026 was $2.76/share, down 65% from year-ago levels.

Leggett & Platt shareholders voted to approve a merger with Somnigroup International Inc. (NYSE: SGI) under a Merger Agreement dated April 13, 2026. Leggett will become a wholly owned subsidiary of Somnigroup upon closing. The transaction remains subject to regulatory approval and satisfaction of closing conditions; no merger consideration, share count, or valuation details are disclosed in this press release.

Mangoceuticals (MGRX) and Nuclea Energy Inc. mutually terminated their Business Combination Agreement dated July 29, 2026, effective August 19, 2026. The deal collapsed because the required PIPE (private investment in public equity) minimum of $15,000,000 USD could not be raised by the August 21, 2026 outside date. Each party bears its own costs; mutual release of claims applies except for willful breaches.

On August 20, 2026, Nasdaq notified SolarMax Technology that it failed to file its Form 10-Q for the quarter ended June 30, 2026, triggering non-compliance with listing rule 5250(c)(1). The company has 60 calendar days (until October 19, 2026) to submit a compliance plan; if accepted, Nasdaq may grant a 180-day extension to February 16, 2027 to regain compliance. No specific reasons for the filing delay, financial metrics, or operational details are disclosed in this notice.

Arbutus Biopharma (market cap ~$472M) announced a modified Dutch auction tender offer to repurchase up to US$230 million of common shares at US$5.00–US$5.75 per share. The offer, expected to commence August 24, 2026 and expire September 29, 2026, will be funded from cash on hand. The company attributed the repurchase to proceeds from its March 2026 settlement with Moderna and July 2026 initial payment, related to licensing its lipid nanoparticle technology.

On August 19, 2026, NYSE American notified Azitra that it has resolved continued listing deficiencies under Sections 1003(a)(ii) and 1003(a)(iii) of the NYSE American Company Guide. The company will be removed from NYSE American's noncompliant issuers list and the compliance indicator (.BC) will no longer be disseminated. No specific dollar amounts or operational changes were disclosed; this is purely a regulatory/compliance restoration.

Synergy CHC Corp. received a notice from Nasdaq on August 20, 2026, for non-compliance with Listing Rule 5250(c)(1) due to delayed filing of its Q2 2026 Form 10-Q. The company has until October 19, 2026, to submit a compliance plan to Nasdaq, with a potential extension to February 10, 2027. The company cannot predict when or whether the Q2 10-Q will be filed.

Wheeler REIT extended a letter agreement with Stilwell Activist entities (4 partnerships controlled by Joseph Stilwell) through December 7, 2028 (from December 7, 2026), maintaining a 50% voting cap. In exchange, Stilwell received registration rights for 710,466 Series B Convertible Preferred Shares convertible to common stock. The company must file a shelf registration within 60 days and maintain its effectiveness. This represents a significant control negotiation: Stilwell holds substantial convertible preferred equity and has agreed not to exceed 50% voting power.

Splash Beverage Group, Inc. (NYSE American: SBEV) changed its corporate name to Endovia Health Sciences, Inc. effective August 24, 2026, with new ticker symbol EDVA. The company is executing a strategic transformation from legacy beverage operations into a cannabinoid-based health sciences platform with three focus areas: commercial pharmaceutical assets, FDA-regulated human and veterinary therapeutics (including CannEpil, which recently opened an INAD file with FDA), and cannabinoid-based consumer wellness products. No specific financial figures, deal values, or share counts are disclosed in this naming announcement.

On July 30, 2026, CDT Equity Inc. acquired 270 shares of Sarborg Limited (4.76% ownership) from Sarborg investors for pre-funded warrants to purchase 12,131,770 CDT shares. This follows CDT's February 19, 2026 acquisition of 1,020 Sarborg shares (20% ownership) for 2,392 CDT common shares, pre-funded warrants, and $8M deferred cash. CDT now owns 1,290 Sarborg shares (~24.76% total). Sarborg is an AI/agentic intelligence company with $4.6M revenue (2025) and $1.3M accumulated deficit, generating all revenue from CDT contracts.

On September 8, 2025, Broadwind sold its Manitowoc, Wisconsin fabrication facility assets to Wisconsin Heavy Fabrication, LLC for $13.5M in cash. The sale included contracts, equipment, machinery, permits, and ~$2.3M inventory. Broadwind used proceeds to repay $1.6M of senior secured debt, netting ~$8.2M pre-tax gain after transaction costs. Pro forma 2024 net income rises to $9.0M (from $1.2M historical); H1 2025 pro forma net loss widens to $1.7M (from $1.4M historical) as gain is front-loaded to 2024.

On August 17, 2026, Solesence, Inc. (market cap ~$27.3M) issued an 8-K disclosing Item 4.02 (non-reliance on previously issued financial statements or audit report) and Item 9.01 (financial statements and exhibits). The filing provides no concrete dollar amounts, specific restatement details, affected periods, nature of the accounting error, or quantified financial impact. Only metadata and XBRL document references are present.

Boxabl Inc. executed a Purchase Agreement dated September 6, 2022, with Pronghorn Services LLC for 177 modular units (89 Unit B, 44 Unit C, 44 Unit D) at $60,000–$62,000 per unit, totaling $10,708,000. Pronghorn paid a $1,070,800 deposit (10% of purchase price). The agreement specifies that units are sold ex-factory, with buyer responsible for site preparation, deployment, finishing, utility connections, and permitting—Boxabl provides only manufacturing and unpacking instructions.

Permian Basin Royalty Trust declared a monthly cash distribution of $0.018701 per unit (payable September 15, 2026 to holders of record August 31, 2026) to 46,608,796 units outstanding. The distribution decreased from July due to a $1.125M one-time Blackbeard settlement payment in the prior month and lower natural gas volumes; Waddell Ranch properties generated no proceeds due to production costs exceeding gross proceeds. Separately, a proposed transformational business combination with Blackbeard Holdings (creating PBT Land and Minerals, Inc.) initiated by unitholder SoftVest (>15% stake) is subject to a special unitholder vote; New PBT has filed Form S-4 and Form S-1 registrations with the SEC.

On April 28, 2026, BayFirst raised $80M gross ($40M Series D + $40M Series E mandatorily convertible preferred stock) from 38 selling shareholders. On July 14, 2026, all 8,000 preferred shares automatically converted into 22,856,000 common shares. This S-1/A registers those shares for resale; BayFirst receives no proceeds. Kenneth R. Lehman holds 11.43M shares (42.4% post-conversion); he has board appointment rights and gross-up provisions. The company also redeemed prior preferred stock (Series A/B) for $9.7M on August 10, 2026.

BayFirst Financial Corp. (market cap ~$49.3M) registered a rights offering of up to 4,107,908 common shares at $3.50/share to shareholders of record as of May 12, 2026, excluding private placement investors. The offering matches the effective conversion price of $80M in preferred stock sold April 28, 2026 to Kenneth Lehman and others (Series D and E convertible preferred, 4,000 shares each at $10k/share). If fully subscribed, gross proceeds are ~$14.38M (roughly 29% of company market cap); net proceeds estimated at ~$14M after ~$344k expenses. Kenneth Lehman is backstop purchaser for any unsubscribed shares. Board suspended common dividends in July 2025. New CEO Alfred Rogers appointed April/May 2026 at $450k base salary plus incentives.

On May 21, 2026, Dingxin Sun committed to subscribe for 400,000 Class B Ordinary Shares of Decent Holding Inc. at US$2 per share, totaling US$800,000 in consideration. On August 20, 2026, Dingxin Sun and Decent Limited (of which Sun is sole shareholder and director) executed a joint filing agreement under Rule 13d-1(k)(1), jointly filing this Schedule 13D/A regarding Class A Ordinary Shares. The filing does not disclose the total shares outstanding, voting percentage achieved, or prior holdings.

Global Interactive Technologies (GITS, $4.0M market cap) received a Nasdaq compliance delinquency notice on August 20, 2026, for failure to timely file its Q2 2026 Form 10-Q. The company has 60 calendar days to submit a compliance plan to Nasdaq; if accepted, it has until February 16, 2027, to file the overdue 10-Q. The stock remains listed during the grace period pending compliance with other Nasdaq listing requirements.

Evolution Petroleum closed its acquisition of mineral and royalty interests in the Midland Basin for $16 million (effective August 1, 2026), funded via stock offering proceeds, cash on hand, and credit facility borrowings. The acquisition spans ~3,420 net royalty acres across five Texas counties, includes royalties on 832 producing wells with current production of ~210 BOE/d (65% liquids), and is expected to generate ~$3.9M next-twelve-month cash flow at a 4.1x multiple. Production is projected to more than double by fiscal 2029 from 125 completed wells annually, with no drilling capital required from Evolution, and will contribute ~20% of pro forma fiscal 2027 asset cash flow versus <10% in fiscal 2026.

On August 21, 2026, loanDepot received a deficiency notice from NYSE because its Class A Common Stock average closing price fell below $1.00 per share over a consecutive 30 trading-day period as of August 20, 2026. The company has six months to cure the deficiency and intends to do so, potentially via reverse stock split subject to stockholder approval by early June 2027. No immediate impact on trading or business operations; CEO cited 25% unit volume growth, 18% revenue growth, and 33% purchase market share growth in the last quarter.

On July 31, 2026, Alzamend Neuro entered into a Securities Purchase Agreement with Ault Lending, LLC (controlled by Hyperscale Data, Inc.) for up to $25 million in Series D Convertible Preferred Stock. Initial closing of $7.5 million occurred on execution date; $2.5 million due within 10 days of registration statement effectiveness; remaining $15 million in monthly $1 million tranches over ~15 months, subject to closing conditions. Each Preferred Share ($1,050 stated value) converts to common stock at conversion price of $0.2668 (floor) to 80% of 5-day low closing price (capped at $2.00), resulting in approximately 98.4 million conversion shares, subject to 19.99% Nasdaq issuance cap pending stockholder approval.

AMASS Brands Inc amended and restated its Series C Convertible Preferred Stock certificate on August 19, 2026. The company designated 35,000 shares with a stated value of $1,086.96 per share (total ~$38.0M), accruing a 2% quarterly preferred return (8% annually, rising to 18% upon default). Series C holders gain conversion rights to common stock, liquidation preferences, and extensive protective covenants including veto rights over new preferred stock issuance, asset dispositions >$500K, reverse splits, and fundamental transactions. The amendment required majority consent from Series C holders and board approval; common stockholders had no vote.

Adam Levy replaced as CEO by Brian Kieser (effective Aug 21, 2026). Board formed Special Committee to review operations, assets, liquidity, and capital structure over 30-45 days. Levy receives separation benefits (unspecified) plus 90 days unpaid transition assistance. No financial figures disclosed. Company will evaluate divestiture of non-core assets and focus on BioNX Surgical, BioNX Regenerative Eye Health, and hydrogel tech.

OS Therapies Incorporated entered an Open Market Sale Agreement with Jefferies LLC dated August 21, 2026, to issue and sell up to $75 million of common shares at-the-market (ATM). The shares are to be offered and sold on a prospective basis through Jefferies acting as sales agent or principal, with a 3% selling commission. The agreement is effective through August 25, 2028 (the expiration date of the underlying Form S-3 registration statement, File No. 333-289443).

On July 20, 2026, Aptorum Group Limited (now Niki BioSolutions, Inc.) completed its merger with DiamiR Biosciences Corp., with Aptorum shareholders retaining ~30% ownership and DiamiR shareholders receiving 1,979,216 shares of Niki common stock. For the six months ended June 30, 2026, Niki reported a net loss of $1.3M, negative working capital of $2.5M, and operating cash outflows of $1.6M. Cash declined from $3.5M (Dec 2025) to $1.8M (June 2026). Management disclosed substantial doubt about going-concern ability within 12 months.

On August 19, 2026, Apimeds Pharmaceuticals US, Inc. executed an Assignment and Transfer Agreement with Freet Inc regarding certain Apitox rights. The filing exhibits only the agreement cover page with DocuSign signatures; no financial terms, payment amounts, equity consideration, or specific asset descriptions are disclosed in the provided text.

On July 20, 2026, Aptorum Group Limited completed its merger with DiamiR Biosciences Corp., acquiring the molecular diagnostics company for an estimated $17.5M (1,979,216 shares of Niki Common Stock valued at $8.83/share). DiamiR's convertible notes totaling ~$1.3M converted to 409,925 shares. Aptorum domesticated to Delaware, renamed itself Niki BioSolutions, Inc., and now trades on Nasdaq under ticker NIKI. Pro forma intangible assets assigned include $8.2M in patents, $6.8M in IPR&D, and $1.6M in trademark.

Zeo Energy and White Lion Capital amended their Common Stock Purchase Agreement (original date January 27, 2026) effective August 20, 2026. The amendment redefines 'Accelerated Purchase Price' as the lowest traded stock price during a specified valuation period (with a company-set floor), and modifies 'Accelerated Purchase Investment Amount' to give the investor discretion to purchase up to the specified share count at that price if the floor is breached. No specific share count, dollar amounts, or valuation period dates are disclosed in this amendment text.

Vivos Therapeutics opened a new diagnostic and treatment facility in Henderson, Nevada on August 27, 2026, expected to more than double annual production capacity in that market to over $10 million annually and employ up to 30 personnel. CEO Kirk Huntsman cited doubled referral trends since May-June 2026 across the Las Vegas market as justification for the expansion. The facility offers integrated sleep testing, clinical evaluation, and FDA-cleared treatments including oral appliance therapy and myofunctional therapy.

Ault Lending LLC purchased 61,281 shares between 08/17–08/21/2026 at prices ranging $4.09–$6.35/share (aggregate ~$362k). Milton C. Ault III purchased 4,500 shares at $3.83–$6.37/share (~$21k). Alpha Structured Finance LP purchased 2,700 shares at $4.12–$6.07/share (~$13k). Total: ~68.5k shares acquired for ~$396k aggregate by insiders/related entities.