secwatch / observer

Material Agreements

Entry into or termination of material definitive agreements (Items 1.01/1.02).

8-K items 1.01, 1.02 JSON
DAIC CID Holdco, Inc.

CID Holdco, Inc. entered into Loan Agreement with J.J. Astor & Co. valued at $5,000,000 (effective 2025-12-05).

“On December 5, 2025, CID Holdco, Inc. (the “Company”) entered into a Loan Agreement with J.J. Astor & Co., a Utah corporation (including its successors and assigns, the “Lender”), pursuant to which the Company may borrow up to $5,000,000 in four tranches comprised of an initial $2,000,000 tranche (the “Initial Loan”) borrowed on the initial funding date of December 5, 2025 (the “Initial Funding Date”) and up to three additional tranches of $1,000,000 each”
LOGC ContextLogic Holdings Inc.

ContextLogic Holdings Inc. entered into Purchase Agreement with ContextLogic LLC and other Buyer Parties valued at Purchase Agreement involving reorganization and exchange of equity interests (effective 2025-12-08).

“Item 1.01 Entry into a Material Definitive Agreement. Purchase Agreement As previously disclosed on the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “ SEC ”) on December 8, 2025, ContextLogic Holdings Inc. (OTCQB: LOGC) (“ ContextLogic ,” or the “ Company ”), entered into a Purchase Agreement on December 8 , 2025 (the “ Purchase Agreement ”) with ContextLogic LLC, a Delaware limited liability company (“ Buyer Midco ”), ContextLogic Holdings, LLC, a Delaware limited liability company (“ Holdings ” and together with the Company and Buyer Midco, the “ Buyer Parties ”), Salt Management Aggregator, LLC, a Delaware limited liability company (the “ Management Aggregator ”), Emerald Lake Pearl Acquisition GP, L.P., a Delaware limited partnership (“ Emerald GP ”), Emerald Lake Pearl Acquisition-A, L.P., a Delaware limited partnership (“ Blocker Seller ”), Emerald Lake Pearl Acquisition Blocker, LLC, a Delaware limited liability company (“ Blocker”
BRR ProCap Financial, Inc.

ProCap Financial, Inc. amended Amendment to the Insider Letter with ProCap, CCCM, the Company and the directors and officers of CCCM named therein.

“Concurrently with the Closing, each of ProCap, CCCM, the Company and the directors and officers of CCCM named therein executed and delivered an amendment to the Insider Letter”
BRR ProCap Financial, Inc.

ProCap Financial, Inc. entered into Amended and Restated Registration Rights Agreement with CCCM, the Company, ProCap, the Sponsor, and certain ProCap Holders.

“Concurrently with the Closing, CCCM, the Company, ProCap, the Sponsor, and certain ProCap Holders entered into an amended and restated registration rights agreement”
KELLANOVA

KELLANOVA terminated Five-Year Credit Agreement with JPMorgan Chase Bank, N.A., Barclays Bank PLC, BOFA Securities, INC., Citibank, N.A., Coöperatieve Rabobank U.A., New York Branch, and Morgan Stanley MUFG Loan Partners, LLC (effective 2021-12-21).

“Concurrently with the closing of the Merger, the Company terminated that certain Five-Year Credit Agreement, dated as of December 21, 2021, with JPMorgan Chase Bank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., Barclays Bank PLC, BOFA Securities, INC., Citibank, N.A., Coöperatieve Rabobank U.A., New York Branch, and Morgan Stanley MUFG Loan Partners, LLC, as joint lead arrangers and joint bookrunners, Bank of America, N.A., Barclays Bank PLC, Citibank, N.A., Coöperatieve Rabobank U.A., New York Branch, and Morgan Stanley MUFG Loan Partners, LLC as co-syndication agents and the lenders named therein, in each case as the same has been amended, restated, amended and restated, supplemented or otherwise modified prior to the closing of the Merger, and repaid all indebtedness and other obligations outstanding thereunder.”
DXLG DESTINATION XL GROUP, INC.

DESTINATION XL GROUP, INC. entered into Agreement and Plan of Merger with FBB Holdings I, Inc. (effective 2025-12-11).

“On December 11, 2025, Destination XL Group, Inc., a Delaware corporation (“DXL”), Divine Merger Sub I, Inc., a Delaware corporation and wholly owned direct subsidiary of DXL (“Merger Sub”), and FBB Holdings I, Inc., a Delaware corporation (“FBB”), entered into an Agreement and Plan of Merger (the “Merger Agreement”).”
TEVA TEVA PHARMACEUTICAL INDUSTRIES LTD

TEVA PHARMACEUTICAL INDUSTRIES LTD amended Third Amendment to the Senior Unsecured Sustainability-Linked Revolving Credit Agreement with the Lenders party to its Revolving Facility Agreement and Bank of America, N.A., as administrative agent (effective 2025-12-10).

“On December 10, 2025, Teva Pharmaceutical Industries Limited (the “Company”) obtained the consent of each of the lenders (the “Lenders”) party to its Revolving Facility Agreement (as defined below) to extend the stated maturity date of the commitments and loans thereunder from April 29, 2027 to April 29, 2028, and to amend certain terms of the financial covenants contained in the Revolving Facility Agreement pursuant to the Third Amendment to the Senior Unsecured Sustainability-Linked Revolving Credit Agreement (the “Amendment”).”
FISI FINANCIAL INSTITUTIONS INC

FINANCIAL INSTITUTIONS INC entered into Indenture with Wilmington Trust, National Association (effective 2025-12-11).

“The Subordinated Notes were issued under an Indenture, dated December 11, 2025 (the “Indenture”), by and between the Company and Wilmington Trust, National Association as trustee (the “Trustee”).”
FISI FINANCIAL INSTITUTIONS INC

FINANCIAL INSTITUTIONS INC entered into Registration Rights Agreements with the Subordinated Note Purchasers (effective 2025-12-11).

“On December 11, 2025, in connection with the issuance of the Subordinated Notes, the Company entered into Registration Rights Agreements (the “Registration Rights Agreements”) with the Subordinated Note Purchasers.”
FISI FINANCIAL INSTITUTIONS INC

FINANCIAL INSTITUTIONS INC entered into Subordinated Note Purchase Agreements with certain qualified institutional buyers and institutional accredited investors valued at $80.0 million (effective 2025-12-11).

“On December 11, 2025, Financial Institutions, Inc. (the “Company”) entered into Subordinated Note Purchase Agreements (collectively, the “Subordinated Note Purchase Agreements”) with certain qualified institutional buyers and institutional accredited investors (collectively, the “Subordinated Note Purchasers”) pursuant to which the Company issued $80.0 million in aggregate principal amount of its 6.50% Fixed-to-Floating Rate Subordinated Notes due 2035”
DIAMOND HILL INVESTMENT GROUP INC

DIAMOND HILL INVESTMENT GROUP INC entered into Merger Agreement with First Eagle Investment Management, LLC (effective 2025-12-10).

“On December 10, 2025, Diamond Hill Investment Group, Inc., an Ohio corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with First Eagle Investment Management, LLC, a Delaware limited liability company (“ Purchaser ”), and Soar Christopher Holdings, Inc., an Ohio corporation and a wholly owned subsidiary of Purchaser (“ Merger Sub ”).”
AEE AMEREN CORP

AMEREN CORP amended Amended Illinois Credit Agreement with JPMorgan Chase Bank, N.A., as agent, and the lenders party thereto valued at $1.3 billion (effective 2025-12-10).

“Also on December 10, 2025, Ameren and Ameren Illinois (together, the “Illinois Borrowers”, and the Illinois Borrowers and the Missouri Borrowers, being, collectively, the “Borrowers”), JPMorgan Chase Bank, N.A., as agent, and the lenders party thereto entered into a $1.3 billion multi-year, senior unsecured revolving Amended and Restated Credit Agreement (the “Amended Illinois Credit Agreement” and together with the Amended Missouri Credit Agreement, the “Amended Credit Agreements”) that amended and restated the $1.2 billion multi-year, senior unsecured revolving Amended and Restated Credit Agreement, dated as of December 6, 2022, among the parties thereto (the “2022 Illinois Credit Agreement””
AEE AMEREN CORP

AMEREN CORP amended Amended Missouri Credit Agreement with JPMorgan Chase Bank, N.A., as agent, and the lenders party thereto valued at $1.9 billion (effective 2025-12-10).

“On December 10, 2025, Ameren and Ameren Missouri (together, the “Missouri Borrowers”), JPMorgan Chase Bank, N.A., as agent, and the lenders party thereto entered into a $1.9 billion multi-year, senior unsecured revolving Amended and Restated Credit Agreement (the “Amended Missouri Credit Agreement”) that amended and restated the $1.4 billion multi-year, senior unsecured revolving Amended and Restated Credit Agreement, dated as of December 6, 2022, among the parties thereto (the “2022 Missouri Credit Agreement”).”
HEIDRICK & STRUGGLES INTERNATIONAL INC

HEIDRICK & STRUGGLES INTERNATIONAL INC terminated Credit Agreement, dated as of October 26, 2018 with Bank of America, N.A. as Administrative Agent valued at The Company terminated the Credit Agreement; no outstanding borrowings or termination penalties. (effective 2025-12-10).

“On December 10, 2025 (the “ Payoff Date ”), the Company terminated that certain Credit Agreement, dated as of October 26, 2018 (as amended by the First Amendment to Credit Agreement, dated as of July 13, 2021, the Second Amendment to the Credit Agreement, dated as of February 24, 2023 and the Third Amendment to the Credit Agreement, dated as of March 17, 2025, and as further amended, restated, amended and restated, supplemented or otherwise modified prior to the Payoff Date, the “ Credit Agreement ”), by and among the Company, Foreign Subsidiary Borrowers (as defined therein) from time to time party thereto, the Subsidiary Guarantors (as defined therein) from time to time party thereto (and, together with the Company and the Foreign Subsidiary Borrowers, collectively, the “ Loan Parties ”), the Lenders (as defined therein) from time to time party thereto and Bank of America, N.A. as Administrative Agent (as defined therein).”
TXNM TXNM ENERGY INC

TXNM ENERGY INC entered into Purchase Agreement with the initial purchasers party thereto (effective 2025-12-08).

“The Notes were sold under a Purchase Agreement (the “Purchase Agreement”) dated December 8, 2025 among the Company and the initial purchasers party thereto.”
TXNM TXNM ENERGY INC

TXNM ENERGY INC entered into Indenture with U.S. Bank Trust Company, National Association, as trustee valued at $350,000,000 (effective 2025-12-10).

“On December 10, 2025, TXNM Energy, Inc. (the “Company”) issued $350,000,000 aggregate principal amount of its 7.000% Fixed-to-Fixed Reset Rate Junior Subordinated Convertible Notes due 2056 (the “Notes”) pursuant to an Indenture (the “Indenture”), dated as of December 10, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).”
BMNM BIMINI CAPITAL MANAGEMENT, INC.

BIMINI CAPITAL MANAGEMENT, INC. amended First Amendment with Broadridge Corporate Issuer Solutions, Inc. valued at $10.20 (effective 2025-12-10).

“On December 10, 2025, Bimini Capital Management, Inc., a Maryland corporation (the “Company”), entered into a First Amendment (the “First Amendment”) to its Rights Agreement, dated December 21, 2015, with Broadridge Corporate Issuer Solutions, Inc., as Rights Agent (the “Rights Agreement”). The First Amendment extends the expiration date of the Rights (as defined in the Rights Agreement) until December 21, 2030. The First Amendment also increases the Purchase Price (as defined in the Rights Agreement) from $4.76 to $10.20.”
TNL Travel & Leisure Co.

Travel & Leisure Co. amended Eighth Amendment to Credit Agreement with Bank of America, N.A. valued at Repriced $869 million of outstanding borrowings under the 2024 Term Loan B Facility; interest rate c (effective 2025-12-10).

“On December 10, 2025, Travel + Leisure Co. (the “Borrower”) entered into the Eighth Amendment (the “Eighth Amendment”) to that certain Credit Agreement, dated as of May 31, 2018, among the Borrower, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent and the other parties thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).”
ENOV Enovis CORP

Enovis CORP amended Amendment No. 3 (the "Third Amendment") with JPMorgan Chase Bank, N.A., as administrative agent (effective 2025-12-08).

“On December 8, 2025, Enovis Corporation, a Delaware corporation (the “Company”), entered into Amendment No. 3 (the “Third Amendment”) to the Credit Agreement, dated April 4, 2022”
XWIN XMax Inc.

XMax Inc. entered into Subscription Agreement with Preamble X Capital I, a series of Preamble X Capital LLC valued at US$8,461,428.80 (effective 2025-12-02).

“On December 2, 2025, Xmax Beta Holdings Ltd. (the “ Company ”), a company incorporated in the Cayman Islands and an indirectly wholly owned subsidiary of XMax Inc. entered into a Subscription Agreement (the “ Agreement ”) with Preamble X Capital I, a series of Preamble X Capital LLC, a Delaware Limited Liability Company.”
HURA TuHURA Biosciences, Inc./NV

TuHURA Biosciences, Inc./NV entered into Engagement Letter with H.C. Wainwright & Co., LLC.

“Pursuant to an Engagement Letter (the “Engagement Letter”) with H.C. Wainwright & Co., LLC (“HCW”), the Company agreed to pay HCW, as exclusive lead placement agent, and Rodman & Renshaw LLC, as co-placement agent in connection with the Offering (i) a cash fee equal to 7.0% of the aggregate gross proceeds raised in the First Closing, (ii) a cash fee equal to 2.0% of the aggregate gross proceeds raised in the Second Closing and Third Closing, (iii) certain expenses including reasonable fees and expenses of counsel in an amount not to exceed $100,000, and (iv) $25,000 for non-accountable expenses.”
HURA TuHURA Biosciences, Inc./NV

TuHURA Biosciences, Inc./NV entered into Side Letter with K&V Investment One LLC (effective 2025-12-09).

“On the same date, the Company and K&V Investment One LLC (“K&V”), a Purchaser in the Offering, entered into a side letter to the Purchase Agreement (the “Side Letter”)”
HURA TuHURA Biosciences, Inc./NV

TuHURA Biosciences, Inc./NV entered into Purchase Agreement with certain investors (collectively, the "Purchasers") (effective 2025-12-09).

“On December 9, 2025, TuHURA Biosciences, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors (collectively, the “Purchasers”).”
MBRX Moleculin Biotech, Inc.

Moleculin Biotech, Inc. entered into Inducement Letters with holders of existing Series C, Series D, and Series F warrants valued at up to approximately $6.8 million (effective 2025-12-09).

“On December 9, 2025, Moleculin Biotech, Inc. (the “Company”) entered into warrant exercise inducement offer letters (the “Inducement Letters”) with: (i) the holder of existing Series C warrants and Series D warrants to purchase an aggregate of up to 727,969 shares of Company common stock”
CRCW Crypto Co

Crypto Co entered into New AJB Note with AJB Capital Investments LLC valued at $93,386 (effective 2025-12-10).

“Additionally, the Company entered into an amended and restated promissory note (the “ New AJB Note ”) in the principal amount of $93,386, which shall be the only note outstanding between AJB and the Company following the closing.”
CRCW Crypto Co

Crypto Co entered into AJB Conversion Agreement with AJB Capital Investments LLC valued at $500,000 in cash (effective 2025-12-10).

“On December 10, 2025, the Company consummated the closing of the previously announced AJB Conversion Agreement, as disclosed in the Company’s Form 8-K filed on December 3, 2025 with AJB Capital Investments LLC (“ AJB ”).”
CRCW Crypto Co

Crypto Co entered into Security Agreements with Eksa Holdings LLC, Practivist Investors LLC, and Robert Nail.

“Each new Promissory Note is secured by a subordinated security interest in all assets of the Company, pursuant to a Security Agreement (each a “ Security Agreement ” and collectively, the “ Security Agreements ”).”
CRCW Crypto Co

Crypto Co entered into Promissory Notes with Eksa Holdings LLC, Practivist Investors LLC, and Robert Nail valued at $855,579.26.

“As additional consideration for the Investors’ to enter into the Conversion Agreements, the Company issued to each Investor a new Promissory Note in the original principal amount of each Investor’s Original Note (each a “ Promissory Note ” and collectively, the “ Promissory Notes ”).”
CRCW Crypto Co

Crypto Co entered into Conversion Agreements with Eksa Holdings LLC, Practivist Investors LLC, and Robert Nail valued at $855,579.26.

“On December 4 th and 5 th , 2025, the Crypto Company (the “ Company ”) entered into Conversion Agreements with Eksa Holdings LLC, Practivist Investors LLC, and Robert Nail (each, an “ Investor ” and collectively, the “ Investors ”), pursuant to which the Company issued an aggregate of 271,136,940 shares of its common stock to the Investors (“ Shares ”) in exchange for the early conversion of certain outstanding promissory notes from August 2025 (the “ Original Notes ”) previously held by the Investors (the “ Conversion Agreements ”).”
FRMM FORUM MARKETS Inc

FORUM MARKETS Inc entered into Zippy Purchase Agreement with Zippy, Inc. valued at $5 million in cash and 1,333,332 shares of common stock with an agreed value of approximately $14 mi (effective 2025-12-09).

“Item 1.01 Entry into a Material Definitive Agreement. On December 9, 2025, ETHZilla Corporation (the “ Company ”, “ we ” and “ us ”), entered into (i) a Series B-3 Preferred Stock Purchase Agreement (the “ Zippy Purchase Agreement ”) with Zippy, Inc., a Delaware corporation (“ Zippy ”); (ii) separate Stock Purchase Agreements (the “ Zippy Stock Purchase Agreements ”) with certain stockholders of Zippy (the “ Zippy Stockholders ”); (iii) a Registration Rights Agreement with Zippy and the Zippy Stockholders (the “ Registration Rights Agreement ”); (iv) a Third Amended and Restated Investors’ Rights Agreement with Zippy and certain significant investors and stockholders of Zippy (the “ Major Holders ” and the “ Zippy Rights Agreement ”); (v) a Third Amended and Restated Right of First Refusal and Co-Sale Agreement with Zippy and the Major Holders (the “ Zippy ROFR Agreement ”); and (vi) a Third Amended and Restated Voting Agreement with Zippy and the Major Holders (the “ Zippy Voting Agre”
FSUN FIRSTSUN CAPITAL BANCORP

FIRSTSUN CAPITAL BANCORP entered into Board Representative Letter Agreement with Castle Creek Capital Partners IX, LP valued at Castle Creek has right to nominate a board representative or appoint a nonvoting observer, contingen (effective 2025-12-03).

“Entry into Board Representative Letter Agreement On December 3, 2025, FirstSun Capital Bancorp (the “ Company ”) entered into a Board Representative Letter Agreement with Castle Creek Capital Partners IX, LP (“ Castle Creek ”) that provides, beginning with the earlier of (i) the closing of the Company’s proposed merger with First Foundation Inc. (the “ Proposed Merger Closing ”) and (ii) the 2026 Annual Meeting of the Stockholders of the Company (the “ 2026 Annual Meeting ”) the Company will use its best efforts to cause an individual designated for nomination by Castle Creek to be elected or appointed to the board of directors of the Company and will recommend to its stockholders the election of such individual designated at the applicable stockholders’ meetings of the Company.”
INMB Inmune Bio, Inc.

Inmune Bio, Inc. terminated Amended and Restated At-The-Market Sales Agreement with RBC Capital Markets, LLC and BTIG, LLC (effective 2025-12-19).

“On December 5, 2025 and December 9, 2025, pursuant to and in accordance with Section 12(b) of the Sales Agreement, the Company notified RBC and BTIG, respectively, that the Company is terminating the Sales Agreement, effective December 19, 2025.”
DNLI Denali Therapeutics Inc.

Denali Therapeutics Inc. entered into Underwriting Agreement with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC as representatives of the several underwriters valued at Public offering of 9,142,857 shares of common stock at $17.50 per share and pre-funded warrants to p (effective 2025-12-09).

“On December 9, 2025, Denali Therapeutics Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the public offering of 9,142,857 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a price to the public of $17.50 per share (the “Firm Shares”), and pre-funded warrants (the “Pre-Funded Warrants”) to purchase 2,285,714 shares of Common Stock at a price to the public of $17.49 per underlying share. Under the terms of the Underwriting Agreement, the Underwriters have agreed to purchase the Firm Shares from the Company at a price of $16.625 per share and the Pre-Funded Warrants at a price of $16.615 per underlying share. Additionally, the Company has granted the Underwriters an option exercisable for 30 days from the date of the”
MNTS Momentus Inc.

Momentus Inc. amended Note Amendment Agreement with Space Infrastructures Ventures, LLC valued at $1.0 million (effective 2025-12-05).

“Effective December 5, 2025, Momentus Inc. (“Momentus” or the “Company”) entered into a Note Amendment Agreement (the “Amendment”) with Space Infrastructures Ventures, LLC (“SIV”) to, among other things, amend the outstanding amended and restated secured convertible promissory note dated September 8, 2025 (as amended, the “Convertible Note”).”
ONCO Onconetix, Inc.

Onconetix, Inc. amended Amendment with Laboratory Corporation of America Holdings (Labcorp) (effective 2025-12-06).

“On December 6, 2025, Proteomedix AG, a Swiss Company (“Proteomedix”), a wholly-owned subsiairy of Onconetix, Inc. (the “Company”), entered into an amendment (the “Amendment”) of the license agreement with Laboratory Corporation of America Holdings (“Labcorp”) dated as of March 27, 2023, by and between the Company and Labcorp (the “Agreement”), pursuant to which Labcorp has the exclusive right to develop and commercialize Proclarix and other products developed by Labcorp using Proteomedix’s intellectual property covered by the license in the United States (the “Licensed Products”).”
KYMR Kymera Therapeutics, Inc.

Kymera Therapeutics, Inc. entered into Underwriting Agreement with Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, Jefferies LLC, Stifel, Nicolaus & Company, Incorporated, Guggenheim Securities, LLC and Wells Fargo Securities, LLC (effective 2025-12-09).

“On December 9, 2025, Kymera Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, Jefferies LLC, Stifel, Nicolaus & Company, Incorporated, Guggenheim Securities, LLC and Wells Fargo Securities, LLC, as representatives (the “Representatives”) of the underwriters listed in Schedule II thereto (the “Underwriters”), pursuant to which the Company agreed to issue and sell an aggregate of 7,000,000 shares (the “Shares”) of its common stock, par value $0.0001 per share (“Common Stock”), at a price to the public of $86.00 per share (the “Offering”).”
LIDR AEye, Inc.

AEye, Inc. terminated Share Purchase Agreement with New Circle Principal Investments LLC (effective 2025-12-10).

“on December 10, 2025, AEye, Inc. (the “Company”) provided the required five trading day written notice to New Circle Principal Investments LLC (“New Circle”) to effectuate the voluntary termination (the “Termination”) of the Share Purchase Agreement, dated July 25, 2024, by and between the Company and New Circle (the “Share Purchase Agreement”), pursuant to which New Circle had committed to purchase, subject to certain limitations, up to $50 million of the Company’s common stock.”
DYN Dyne Therapeutics, Inc.

Dyne Therapeutics, Inc. entered into Underwriting Agreement with Morgan Stanley & Co. LLC, Jefferies LLC, Stifel, Nicolaus & Company, Incorporated and Guggenheim Securities, LLC, as representatives of the several underwriters valued at approximately $328.5 million (effective 2025-12-09).

“On December 9, 2025, Dyne Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, Jefferies LLC, Stifel, Nicolaus & Company, Incorporated and Guggenheim Securities, LLC, as representatives of the several underwriters named therein (the “Underwriters”), relating to an underwritten public offering (the “Offering”) of 18,980,478 shares (the “Underwritten Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”).”
HCTI Healthcare Triangle, Inc.

Healthcare Triangle, Inc. entered into Advance Agreement with Teyame A.I. LLC valued at up to approximately $50.0 million (effective 2025-12-05).

“On December 5, 2025, Healthcare Triangle, Inc., a Delaware corporation (the “ Company ”) entered into a non-binding advance agreement (the “ Advance Agreement ”) with Teyame A.I. LLC, a St. Kitts and Nevis limited liability company (“ Teyame ”), in connection with a proposed acquisition by the Company of 100% of the equity interests of Teyame 360 S.L. and Datono Mediacion S.L.”
CTOR CITIUS ONCOLOGY, INC.

CITIUS ONCOLOGY, INC. entered into Registration Rights Agreement with the investor valued at Company agreed to file a registration statement for resale of shares issuable upon exercise of Pre-f (effective 2025-12-08).

“In connection with the PIPE Purchase Agreement, the Company entered into a registration rights agreement with the investor (the “Registration Rights Agreement”).”
CTOR CITIUS ONCOLOGY, INC.

CITIUS ONCOLOGY, INC. entered into PIPE Purchase Agreement with such institutional investor valued at issuance of Pre-funded Warrants to purchase up to 15,229,358 shares and Common Warrants to purchase (effective 2025-12-08).

“On December 8, 2025, the Company also entered into a securities purchase agreement (the “PIPE Purchase Agreement”, together with the RD Purchase Agreement, the “Purchase Agreements”) with such institutional investor to issue in a concurrent private placement pre-funded warrants to purchase up to 15,229,358 shares of common stock (the “Pre-funded Warrants”) and 15,229,358 Common Warrants, at a combined price of $1.0899 per Pre-funded Warrant and accompanying Common Warrant.”
CTOR CITIUS ONCOLOGY, INC.

CITIUS ONCOLOGY, INC. entered into RD Purchase Agreement with a certain institutional investor valued at purchase and sale of 1,284,404 shares of common stock at $1.09 per share, plus Common Warrants to pu (effective 2025-12-08).

“On December 8, 2025, Citius Oncology, Inc. (the “Company”) entered into a securities purchase agreement (the “RD Purchase Agreement”) with a certain institutional investor in a registered direct offering for the purchase and sale of 1,284,404 shares of our common stock, $0.0001 par value per share, at an offering price of $1.09 per share of common stock (the “Shares”).”
WINV WinVest Acquisition Corp.

WinVest Acquisition Corp. entered into Business Combination Agreement with WinVest Holdings Corp., WinVest Merger Sub I Limited, WV Merger Sub II Corp., and Embed Financial Group Cayman Holdings valued at Four Hundred Twenty-Five Million U.S. Dollars ($425,000,000) (effective 2025-12-02).

“On December 2, 2025, WinVest Acquisition Corp., a Delaware corporation (the “ SPAC ”) entered into a Business Combination Agreement (the “ Business Combination Agreement ”) with WinVest Holdings Corp., an exempted company incorporated and registered in the Cayman Islands (“ Pubco ”), WinVest Merger Sub I Limited, an exempted company incorporated and registered in the Cayman Islands and a wholly-owned subsidiary of Pubco (“ Company Merger Sub ”), WV Merger Sub II Corp., a Delaware corporation and a wholly-owned subsidiary of Pubco (“ SPAC Merger Sub ”), and Embed Financial Group Cayman Holdings, an exempted company incorporated and registered in the Cayman Islands (the “ Company ”).”
PRM Perimeter Solutions, Inc.

Perimeter Solutions, Inc. entered into Securities Purchase Agreement with the equity holders of MMT (the "Sellers") valued at $685 million in cash (effective 2025-12-09).

“On December 9, 2025, Perimeter Solutions North America, Inc., a Delaware corporation (the “Buyer”), a wholly-owned subsidiary of Perimeter Solutions, Inc. (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”), by and among the Buyer, the Company, Thunderbird Midco, LLC, a Delaware limited liability company, and its subsidiaries (“MMT”), the equity holders of MMT (the “Sellers”), and certain other parties thereto pursuant to which the Buyer will acquire all of the outstanding capital stock of MMT from the Sellers for $685 million in cash, subject to certain customary adjustments as set forth in the Purchase Agreement (the “Acquisition”).”
APUS Apimeds Pharmaceuticals US, Inc.

Apimeds Pharmaceuticals US, Inc. amended Securities Purchase Agreement with Institutional Investor valued at Amendment to existing $120,900,000 senior convertible note agreement with 8% original issue discount (effective 2025-12-08).

“On December 8, 2025, the Acquiror and the Investor entered into Amendment No. 1 to the Securities Purchase Agreement (“ Amendment No. 1 ”), under which the parties (i) clarified how long the Acquiror is prohibited from entering into a variable rate transaction, (ii) expanded the notification rights of the Investor if another funding event occurs, and (iii) extended the date for the Acquiror to complete the Initial Closing (as such term is defined in the Securities Purchase Agreement).”
APUS Apimeds Pharmaceuticals US, Inc.

Apimeds Pharmaceuticals US, Inc. amended Agreement and Plan of Merger with MindWave Innovations Inc. valued at Correction of scrivener's errors related to Sections 2.05(b), 2.05(d), and 3.01(b); no other materia (effective 2025-12-01).

“The Acquiror is filing the corrected Merger Agreement as Exhibit 2.1 to this Amendment. No other material terms of the Merger Agreement are amended or modified.”
TBH Brag House Holdings, Inc.

Brag House Holdings, Inc. entered into Convertible Note with an institutional investor valued at up to $11,000,000 (effective 2025-12-04).

“Concurrently with the Purchase Agreement, Company and HOD, jointly and severally, authorized the issuance of a convertible promissory note to the Investor, in the aggregate original principal amount of up to $11,000,000 (the “ Convertible Note ”), pursuant to which the Investor agreed to advance the aggregate principal amount to the Company in two advances”
TBH Brag House Holdings, Inc.

Brag House Holdings, Inc. entered into Purchase Agreement with House of Doge Inc. and an institutional investor valued at $100,000,000 in aggregate gross purchase price (effective 2025-12-04).

“On December 4, 2025, Brag House Holdings, Inc. (the “ Company ”) entered into an agreement (the “ Purchase Agreement ”) by and among the Company, House of Doge Inc., (“ HOD ”), and an institutional investor (the “ Investor ”).”
MGRX MANGOCEUTICALS, INC.

MANGOCEUTICALS, INC. entered into Promissory Note with The Tiger Cub Trust valued at $75,000 (effective 2025-12-04).

“On December 4, 2025, Mangoceuticals, Inc. (the “ Company ”, “ we ” and “ us ”), borrowed $75,000 from The Tiger Cub Trust, which trust is controlled by the Company’s Chief Executive Officer and Chairman, Jacob D. Cohen (“ Tiger Cub ”), and entered into a Promissory Note with Tiger Cub to evidence such loan.”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.