Recent 8-K Filings Summaries

- Merger Agreement: Entered into an Agreement and Plan of Merger on April 8, 2026, with AREG Wizard Parent LP and affiliates of Ares Real Estate Management Holdings, LLC.
- Transaction Structure: A two-step merger where Merger OP merges into the Operating Partnership, and Whitestone REIT merges into Merger Sub, becoming a wholly owned subsidiary of Parent.
- Consideration: Common shares will be converted into the right to receive $19.00 per share in cash.
- Equity Awards: Restricted common share unit awards (time-based and TSR) will be fully vested and paid in cash at the Merger Consideration price.
- Financing: Secured equity financing from Ares Funds and debt financing from Citigroup Global Markets Inc.
- Termination Fees: $36 million payable by the Company to Parent in specific cases; $77 million payable by Parent to the Company in certain other cases.
- Bylaw Amendment: Adopted Amendment No. 3 to the Bylaws, establishing an exclusive forum for corporate law and stockholder derivative actions (Circuit Court for Baltimore City, Maryland).
- Other: Approved a new standard form of Indemnification Agreement for trustees and executive officers.

- Event: The company entered into a term sheet for a minority investment in Carester SAS, a leader in rare earth processing and separation.
- Key Terms:
- Minority investment in Carester SAS.
- Right to purchase some of Carester's oxide output.
- Access to Carester's engineering capabilities and IP for separation, processing, and recycling.
- Supply arrangement for heavy rare earth feedstock from the Company's Round Top deposit.
- Reporting Item: Item 7.01 (Regulation FD Disclosure).
- Status: Closing is subject to customary conditions, including confirmatory due diligence and the execution of definitive documentation.
- Signatory: Valerie Ford Jacob, Chief Legal Officer.

- Event: Update on the company's At-the-Market (ATM) offering with Ladenburg Thalmann & Co. Inc.
- Reporting Item: Item 8.01 (Other Events).
- Details: The company filed a series of amendments to its Prospectus Supplement to update the amount of shares eligible for sale under General Instruction I.B.6 of Form S-3.
- Current Status (as of Amendment No. 8, April 8, 2026):
- Shares currently available for sale: $1,060,000.
- Maximum aggregate offering amount: $22,926,000.
- Aggregate sales price of shares previously sold: $21,865,453 (23,631,319 shares).
- Signatory: Robin Ross, Chief Executive Officer.

- Event: Completion of a merger transaction with Sword Purchaser, LLC (an affiliate of Clayton, Dubilier & Rice, LLC) on April 9, 2026.
- Transaction Structure: Merger Sub merged into Sealed Air Corporation, which now exists as a wholly owned subsidiary of Parent.
- Consideration: Common stockholders received $42.15 per share in cash. The total cash consideration for the merger was approximately $6.3 billion.
- Debt Repayment: The company repaid all credit commitments under its Syndicated Facility Agreement and redeemed all series of its Senior Notes (due 2026, 2027, 2028, 2029, 2031, and 2032). Receivables securitization indebtedness was also repaid.
- Equity Awards: RSUs, PSUs, and DSUs were converted into cash rights based on the $42.15 per share Merger Consideration.
- Listing Status: Common stock was delisted from the New York Stock Exchange (NYSE).
- Governance: Six members of the Board of Directors resigned; the existing officers remained in place.
- Corporate Documents: The company's Certificate of Incorporation and Bylaws were amended and restated.

- Event: The company entered into an At-the-Market (ATM) Sales Agreement with Maxim Group, LLC.
- Reporting Item: Item 1.01 (Entry Into a Material Definitive Agreement).
- Key Terms:
- Aggregate offering amount of common stock up to $3,599,586.
- Sales will be conducted as "at the market offerings" under Rule 415 of the Securities Act.
- Commission: Up to 3.0% of the gross proceeds from each sale.
- Legal fee reimbursement: Up to $50,000 for Maxim Group's legal counsel.
- Registration: The offering is made pursuant to a shelf registration statement on Form S-3 effective as of April 29, 2025.
- Signatory: James Brennan, Chief Financial Officer.

- Event: Appointment of Mary Varghese Presti as an independent director.
- Reporting Item: Item 5.02 (Departure of Directors or Certain Officers; Election of Directors).
- Board Expansion: The company expanded its Board of Directors from six to seven members to accommodate the appointment.
- Committee Role: Ms. Varghese Presti was also appointed to the Audit Committee.
- Compensation Package:
- Annual cash retainer: $45,000.
- Annual equity grant: Approximately $175,000.
- Audit Committee retainer: $10,000 annually.
- Press Release: Issued a press release on April 8, 2026, announcing the appointment.
- Signatory: Marion Odence-Ford, Chief Legal & Administrative Officer.

- Event: The company issued a press release on March 30, 2026.
- Reporting Item: Item 7.01 (Regulation FD Disclosure).
- Note: The press release is provided as an exhibit to the filing.
- Signatory: Gareth Sheridan, Chief Executive Officer.

- Event: The company issued a press release announcing a non-binding letter of intent to enter into a business combination with Terra Quantum AG, a quantum technology company.
- Reporting Item: Item 7.01 (Regulation FD Disclosure).
- Note: The proposed transaction is subject to the negotiation of a definitive agreement and other customary conditions.
- Signatory: Paul Grinberg, Chief Executive Officer.

- Event: The company issued a press release announcing its unaudited preliminary financial information for the three months ended March 31, 2026.
- Reporting Item: Item 2.02 (Results of Operations and Financial Condition).
- Note: The information was furnished in the press release (Exhibit 99.1) and is not considered "filed" for the purposes of Section 18 of the Exchange Act.
- Signatory: Kenneth S. Cragun, Chief Financial Officer.

- Event: Approval of a restructuring plan to reduce operating costs and improve operating leverage.
- Reporting Item: Item 2.05 (Costs Associated with Exit or Disposal Activities).
- Workforce Reduction: A global reduction in force of approximately 145 employees, which is roughly 23% of the ending first-quarter headcount (631 employees).
- Implementation: The reduction is being implemented in Q2 2026 and is expected to be completed by the end of 2026.
- Financial Impact:
- Estimated aggregate charge: $11.5 million to $15 million.
- Estimated cash expenditures:
- Q2 2026: ~$1.5 million.
- Q3 2026: ~$5.5 million to $8 million.
- Q4 2026: ~$4.5 million to $5.5 million.
- Cost Details: Expenditures primarily consist of one-time termination benefits, including severance and healthcare benefits.
- Signatory: Brian Tratt, Chief Financial Officer.

- Event: Entered into a Business Combination Agreement with Miotal SPAC HoldCo, Inc., PENNY Merger Sub, Inc., and SMT Holdings Limited.
- Transaction Structure: Merger Sub will merge into FERA, making FERA a subsidiary of Holdco. FERA shares will be converted into Holdco Ordinary Shares.
- Valuation: Company shares (SMT Holdings) will be exchanged for Holdco Ordinary Shares totaling a value of $10 billion, with each share valued at $10.00.
- Target Profile: SMT Holdings is a strategic metals platform with an estimated $35 billion stockpile of high-purity metals (e.g., copper powder, nickel wire).
- Governance: The post-merger board will consist of seven directors: the Holdco CEO, one designated by the Sponsor, and five designated by the Company.
- Key Conditions: Shareholder approval, regulatory approvals, and the completion of "Min Stockpile Sales."
- Ancillary Agreements:
- Sponsor Support Agreement: Sponsor commits to voting in favor and may cover transaction costs exceeding $15 million.
- Registration Rights and Lock-Up Agreements: Standard provisions for registration and transfer restrictions.
- Share Exchange Agreement: Formalizing the exchange of Company shares for Holdco shares.
- Signatory: Mitchell Mechigian, Chief Executive Officer.

- Event: Extension of the business combination deadline.
- Reporting Items: Item 2.03 (Creation of a Direct Financial Obligation) and Item 3.02 (Unregistered Sales of Equity Securities).
- Extension Details: The company extended its deadline to complete its initial business combination from April 3, 2026, to May 3, 2026.
- Funding: A $150,000 Monthly Extension Fee was deposited into the Trust Account by Marine Thinking Inc.
- Promissory Note: The company issued a $150,000 non-interest-bearing unsecured promissory note to Marine Thinking Inc., payable upon the consummation of the business combination or at the end of the company's term.
- Conversion Right: Marine Thinking has the right to convert the note into private units at a price of $10.00 per unit.
- Signatory: Fen Zhang, Chief Executive Officer.

- Event: The company released an investor newsletter providing updates on key milestones, strategic developments, and operational progress.
- Reporting Item: Item 7.01 (Regulation FD Disclosure).
- Note: The information was furnished under Item 7.01 and not considered "filed" for the purposes of Section 18 of the Exchange Act.

- Event: Entered into an Agreement and Plan of Share Exchange and Merger with Lakeside Bancshares, Inc.
- Reporting Item: Item 1.01 (Entry into a Material Definitive Agreement).
- Transaction Structure: Catalyst Bancorp will acquire Lakeside Bancshares via a cash share exchange, followed by the merger of Lakeside Bancshares and Lakeside Bank into Catalyst Bancorp and Catalyst Bank, respectively.
- Consideration: Lakeside Bancshares shareholders will receive $19.58 in cash per share, for an aggregate amount of approximately $41.1 million.
- Governance: The merger was unanimously approved by the Boards of Directors of both companies.
- Additional Agreements:
- Support Agreements: Directors of Lakeside Bancshares agreed to vote their shares in favor of the merger.
- Restrictive Covenant Agreements: Directors of Lakeside Bancshares agreed to non-compete restrictions following the closing.

- Strategic Agreements with Google LLC:
- Long Term Agreement: Broadcom will develop and supply custom Tensor Processing Units (TPUs) for Google's future generations.
- Supply Assurance Agreement: Broadcom will supply networking and other components for Google's next-generation AI racks through 2031.
- Strategic Collaboration with Google and Anthropic PBC:
- Expanded collaboration where Anthropic will access approximately 3.5 gigawatts of next-generation TPU-based AI compute capacity through Broadcom starting in 2027.
- The expansion is part of a larger commitment of multiple gigawatts by Anthropic, contingent on their commercial success.
- Other: The parties are currently in discussions with certain operational and financial partners regarding this deployment.
- Reporting Item: Item 8.01 (Other Events).

- Delisting Notice: On April 6, 2026, the company received a deficiency letter from Nasdaq for failing to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
- Compliance Resolution: The company regained compliance by filing the Form 10-K on April 9, 2026, eliminating the need for a formal compliance plan.
- Annual Meeting: Announced that the 2026 virtual annual meeting of stockholders will be held on May 20, 2026, with a record date of March 24, 2026.
- Reporting Item: Item 3.01 (Notice of Delisting), Item 7.01 (Regulation FD Disclosure), and Item 8.01 (Other Events).
- Signatory: Lubi Kutua, Chief Financial Officer and Treasurer.

- Event: Confirmation of compliance with Nasdaq Listing Rule 5550(b)(1).
- Reporting Item: Item 8.01 (Other Events) - Amendment No. 1 to the original report.
- Details: The company achieved compliance with the Nasdaq Equity Standard (requiring stockholders' equity of at least $2.5 million) following an Offering described in its original 8-K filed on April 8, 2026.
- Signatory: David A. Frank, Interim Chief Executive Officer, Chief Financial Officer, and Treasurer.

- Event: Notification of delisting from The Nasdaq Capital Market.
- Reporting Item: Item 3.01 (Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard).
- Reason: The company failed to maintain the minimum bid price of $1.00 per share for 30 consecutive business days. It was ineligible for a compliance period because it had executed a 1-for-10 reverse stock split on November 18, 2025.
- Effect: Trading of the company's common stock was suspended effective April 10, 2026.
- Future Plan: The company intends to transition its trading to the OTC Markets Group, specifically aiming for the OTCQB Venture Market.
- Press Release: Issued a press release on April 9, 2026, announcing the transition to the OTC market.
- Signatory: Tuvia Barlev, Chief Executive Officer.

- Event: The company issued a press release titled "AITX's RAD-R Unveils New radcam.ai Built Around the RADCam Experience".
- Reporting Item: Item 8.01 (Other Events).
- Note: The information was furnished under Item 8.01 and not considered "filed" for the purposes of Section 18 of the Exchange Act.
- Signatory: Steven Reinharz, Chief Executive Officer.

- Event: Annual Meeting of Stockholders and approval of a reverse stock split.
- Reporting Items: Item 5.03 (Amendments to Articles of Incorporation) and Item 5.07 (Submission of Matters to a Vote of Security Holders).
- Reverse Stock Split: The stockholders approved an amendment to the Certificate of Incorporation to effect a 1-for-173,750 reverse stock split of both Series A and Series B common stock. Stockholders will receive $3.75 per pre-split share in lieu of fractional shares.
- Annual Meeting Results:
- Director Elections: All six nominees (Derral Eves, Dallas Jenkins, Brooke Asiatico, Cris Doornbos, Matt Rearden, and David Bagheri) were duly elected.
- Auditor Ratification: The appointment of Tanner LLC as the independent registered public accounting firm was ratified.
- Other: The proposal to approve the reverse stock split and the proposal to adjourn the meeting were both approved.
- Signatory: JD Larsen, Chief Financial Officer.