secwatch / observer

Daily 8-K Digest — 2026-11-05

Generated November 5, 2026 at 8:30 PM ET · Covers November 5 trading day · 10 of 704 ready 8-Ks selected · AI-assisted overview

M&A filings included First Capital's all-stock acquisition of First Bancorp of Indiana for $33.2 million, ANI Pharmaceuticals' roughly $560 million cash offer for Egetis, and Sunrise Realty Trust's completed merger with Southern Realty Trust. Earnings coverage was mixed: IonQ reported record quarterly revenue and raised its full-year guidance, while Teads and Shutterstock each reported sharp revenue declines, large non-cash impairments, and negative net losses, with Shutterstock also disclosing a CFO exit. Myriad Genetics disclosed a November 2 network breach and said it temporarily suspended testing operations and order management systems. Other filings covered Nasdaq and NYSE listing deficiencies at Cognition Therapeutics and Local Bounti, and a 3D Systems debt exchange of its 2030 notes for new 2031 notes, cash, and shares.
MYGN MYRIAD GENETICS INC
cyber negative materiality 0.85 November 5, 2026, 9:04 AM ET

Myriad Genetics discloses Nov 2 network breach; testing and order systems temporarily suspended

  • Detected unauthorized access within its IT network environment on November 2, 2026; initiated incident response and engaged external experts.
  • Temporarily suspended testing operations and order management systems and reset certain system credentials to contain the activity.
  • Investigation ongoing into full scope, including whether any patient records were accessed on systems containing patient information.
FCAP FIRST CAPITAL INC
M&A positive materiality 0.90 November 5, 2026, 8:30 AM ET

First Capital to acquire First Bancorp of Indiana in all-stock merger valued at $33.2 million

  • First Bancorp shareholders receive fixed exchange ratio of 0.3075 FCAP shares per FBPI share, based on FCAP's $63.05 20-day VWAP as of Nov. 4, 2026
  • First Bancorp had $583 million in total assets, $444 million in gross loans, $473 million in deposits and $33 million of equity as of Sept. 30, 2026
  • First Capital will assume $12.0 million of subordinated notes due 2032 and 2037 plus about $5.0 million of junior subordinated debentures due 2037
ANIP ANI PHARMACEUTICALS INC
M&A positive materiality 0.87 November 5, 2026, 5:13 PM ET

ANI to buy Egetis for ~$560M cash offer at 27% premium; EMCITATE peak sales seen above $300M

  • SEK 11.25 per share cash offer values Egetis at ~SEK 5.6B ($559.9M), a 27% premium to the 60-day VWAP; enterprise value ~$434M after Egetis' $190M priority review voucher sale.
  • Egetis board unanimously recommends; holders of ~42.2% of outstanding shares signed irrevocables; closing needs 90% tendered plus regulatory/FDI clearances, acceptance period ~Nov 20-Dec 18, 2026.
  • EMCITATE (tiratricol) is the first and only approved MCT8 deficiency treatment - EU approval Feb 12, 2025, FDA Sept 28, 2026 - with >$300M peak sales potential and protection into mid-2045.
SUNS Sunrise Realty Trust, Inc.
M&A positive materiality 0.85 November 5, 2026, 4:47 PM ET

Sunrise Realty Trust completes Southern Realty Trust merger, creating $285M book value lender

  • SRT shareholders received 1.45 SUNS shares plus $0.05 cash per share; SUNS issued 8,464,975 shares, bringing total shares outstanding to 21,980,826.
  • Former SRT holders own about 38.5% of combined company; pre-merger SUNS holders own about 61.5%; certain SRT holders (~32%) accepted 120-day lock-up.
  • Pro forma as of June 30, 2026: ~$285M book value after transaction costs, ~$534M total assets, and ~$604M loan commitments across 14 loans in Southern U.S. markets.
CGTX COGNITION THERAPEUTICS INC
regulatory negative materiality 0.70 November 5, 2026, 6:04 AM ET

Cognition Therapeutics gets Nasdaq bid-price deficiency notice; Q3 net loss narrows to $4.1M

  • Nasdaq deficiency letter dated Nov. 3, 2026: CGTX closing bid below $1.00 for 30 consecutive business days; 180 days to May 3, 2027 to regain compliance.
  • No immediate delisting; shares continue trading on Nasdaq Capital Market. Company may get a second 180-day period and could use a reverse stock split to cure.
  • Q3 2026 net loss $4.1M, or $(0.04) per share, vs $4.9M, or $(0.06), in Q3 2025; R&D rose to $5.1M from $3.8M.
LOCL Local Bounti Corporation/DE
regulatory negative materiality 0.60 November 5, 2026, 8:37 AM ET

Local Bounti wins NYSE extension to Aug 5, 2027 to cure $50M market-cap listing deficiency

  • NYSE accepted Local Bounti's Oct 20, 2026 request, extending the Nov 5, 2026 deadline by nine months to Aug 5, 2027 — the maximum 18-month cure period allowed.
  • Original Feb 5, 2026 notice: 30-trading-day average global market cap below $50M while last reported stockholders' equity was also below $50M, per Section 802.01B.
  • To regain compliance by Aug 5, 2027, the company needs either a 30-day average global market cap of at least $50M or stockholders' equity of at least $50M.
IONQ IonQ, Inc.
earnings positive materiality 0.90 November 5, 2026, 4:07 PM ET

IonQ posts record 3Q26 revenue of $173.8M, up 336%, raises FY2026 guide to $505-$515M; closes Elisity deal

  • 3Q26 GAAP revenue $173.8M, up 336% YoY, sixth consecutive record quarter; IonQ Platform revenue $90.3M (+127%) and SkyWater Foundry $83.5M.
  • FY2026 revenue guidance raised to $505-$515M, with 110% YoY growth expected in quantum computing; GAAP and adjusted EPS both exceeded consensus estimates.
  • Completed Elisity acquisition Nov. 3: issued 32,233,274 shares at closing, plus up to 4,265,934 earn-out shares tied to revenue metrics through January 2028.
TEAD Teads Holding Co.
earnings negative materiality 0.85 November 5, 2026, 7:37 AM ET

Teads Q3 revenue -26% to $235.1M; $325.5M net loss on $272.4M impairment; Coyle named CFO

  • Revenue $235.1M, down 26% YoY from $318.8M; gross profit $60.9M (-42%), gross margin 25.9% vs 33.2%.
  • Net loss $325.5M vs $19.7M prior-year loss, including $272.4M non-cash goodwill impairment and $6.4M publisher agreement impairment.
  • Adjusted EBITDA -$8.1M vs $19.2M a year ago; adjusted net loss $46.7M vs $13.6M; cash $90.3M against $657.2M total debt, including $628.2M of 10.000% notes due 2030.
SSTK Shutterstock, Inc.
earnings negative materiality 0.85 November 5, 2026, 7:16 AM ET

Shutterstock Q3 revenue falls 33% to $173.9M; net loss $197.8M on $203.3M goodwill impairment; CFO exits

  • Q3 revenue $173.9M, down 33% YoY; Content revenue $158.1M (-19%) and Data/Distribution/Services $15.8M (-76%).
  • Net loss $197.8M vs $13.4M net income; diluted EPS -$5.35 vs $0.37; includes $203.3M non-cash goodwill impairment ($195.6M after tax).
  • Adjusted net income $16.7M, adjusted EPS $0.45 vs $0.99; adjusted EBITDA $41.8M (-47%); OpEx cut 30% YoY, tracking $60M annualized savings.
DDD 3D SYSTEMS CORP
debt positive materiality 0.70 November 5, 2026, 6:02 AM ET

3D Systems swaps $92.03M of 5.875% secured 2030 notes for $85M of 3.30% 2031 notes, $20M cash and 13.5M shares

  • Exchanges $92,030,000 principal of 5.875% convertible senior secured notes due 2030, representing all outstanding 2030 notes, held by all holders.
  • Consideration: $85,000,000 of new 3.30% convertible senior notes due 2031, 13,471,138 common shares and $20,000,000 cash plus accrued interest.
  • 2031 notes convert at 291.3753 shares per $1,000, or about $3.43/share, a 30.0% premium to the $2.64 NYSE close on November 4, 2026.
Generated from SEC 8-K filings received on 2026-11-05. Not investment advice. · Live feed · Executive changes · All-filings RSS · Methodology
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