{"schema_version":"secwatch.filing_event.v1","accession":"0001079973-26-000201","form_type":"8-K","ticker":"PDEX","cik":"0000788920","company_name":"PRO DEX INC","filed_at":"2026-02-12T23:59:59+00:00","discovered_at":"2026-05-14T18:02:37.701858+00:00","generated_at":"2026-05-16T03:09:40.333409+00:00","sec_items":["1.01","2.01","2.03","7.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Pro-Dex acquires Advanced Precision Machining for $8.65M; finances with UMB term loan","bullets":["Total purchase price ~$8.65M: $6.65M cash at closing (funded by UMB Term Note D) + $2M subordinated note (8% interest, 63 months).","APM is a longtime supplier of machined sub-assemblies; also serves aerospace/defense and holds ITAR and JCP certifications.","New Term Note D ($6.65M) matures Feb 2031, interest at greater of 4.5% or SOFR+2.5%; revolving note extended to Dec 2027.","CEO cites acquisition as part of expansion plans tied to recent contract extension with largest customer and expected revenue growth.","APM will operate independently of Pro-Dex; consolidated results may be reported closer to SEC deadlines going forward."],"urls":{"canonical":"https://secwatch.observer/filing/0001079973-26-000201","json":"https://secwatch.observer/filing/0001079973-26-000201.json","markdown":"https://secwatch.observer/filing/0001079973-26-000201.md","text":"https://secwatch.observer/filing/0001079973-26-000201.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/788920/000107997326000201/0001079973-26-000201-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/788920/000107997326000201/pdex_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T03:09:40.333409+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"a386c939162136ded2398a3b102b3f61c479b0d3","claim":"PRO DEX INC amended revolving credit of $11,000,000 with UMB Bank, N.A. at the greater of (a) 4% or (b) the Adjusted SOFR Rate maturing December 29, 2027.","evidence_excerpt":"of $7,525,000, Term Note B in the original principal amount of $1,000,000, Term Note C in the original principal amount of $5,000,000, and a Revolving Note in the amount of $11,000,000. The Amended Credit Agreement also extended the maturity date of the Revolving Note from December 29, 2026 to December 29, 2027 pursuant to a Third Amended and Restated Revolving","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/788920/000107997326000201/0001079973-26-000201-index.htm","confidence":0.9},{"claim_id":"f978297d6db5a7ead547250518041995b7d7a158","claim":"PRO DEX INC incurred term loan of $6,650,000 with UMB Bank, N.A. at the greater of (a) 4.5% or (b) the Adjusted SOFR Rate maturing February 1, 2031.","evidence_excerpt":"nd Restated Credit and Security Agreement (the “Amended Credit Agreement”) with UMB Bank, N.A. (“UMB”), which among other things provided for financing to fund the cash portion of the purchase price for the Acquisition by issuing Term Note D in","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/788920/000107997326000201/0001079973-26-000201-index.htm","confidence":0.9},{"claim_id":"6420ef13ecdc8247000941ef09094e7143a1a64b","claim":"PRO DEX INC completed an acquisition involving Advanced Precision Machining LLC for approximately $8,650,000 (closed 2026-02-09).","evidence_excerpt":"each an individual, as the owners of Seller (“Owners” and, together with Seller, the “Seller Parties”). The aggregate purchase price for the Acquisition was approximately $8,650,000, of which approximately $6,650,000 was paid by the Company in cash at closing and $2,000,000 of which is to be paid by the Company under the terms of a 63-month subordinated","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/788920/000107997326000201/0001079973-26-000201-index.htm","confidence":0.9},{"claim_id":"1185ce060f97269e6e9f0c4d2e7d062da883612f","claim":"PRO DEX INC entered into Second Amended and Restated Credit and Security Agreement with UMB Bank, N.A. valued at Term Note D in the principal amount of $6,650,000 issued to fund cash portion of acquisition (effective 2026-02-09).","evidence_excerpt":"On February 9, 2026 (the “Credit Amendment Date”), the Company entered into a Second Amended and Restated Credit and Security Agreement (the “Amended Credit Agreement”) with UMB Bank, N.A. (“UMB”), which among other things provided for financing to fund the cash portion of the purchase price for the Acquisition by issuing Term Note D in the principal amount of $6,650,000.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/788920/000107997326000201/0001079973-26-000201-index.htm","confidence":0.95},{"claim_id":"722880319f2439f5117fef6a069e9b5a3f33d09f","claim":"PRO DEX INC entered into Membership Interest Purchase Agreement with Advanced-Precision Machining Holding Company, Inc. valued at aggregate purchase price of approximately $8,650,000 (effective 2026-02-09).","evidence_excerpt":"The Acquisition was made pursuant to a Membership Interest Purchase Agreement, dated February 9, 2026 (the “Purchase Agreement”), by and among the Company as purchaser, Advanced-Precision Machining Holding Company, Inc., a California corporation,","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/788920/000107997326000201/0001079973-26-000201-index.htm","confidence":0.95}],"comparable_filings":[{"accession":"0001193125-26-251442","ticker":"RPAY","company_name":"Repay Holdings Corp","filed_at":"2026-06-01T20:14:04+00:00","headline":"REPAY closes $372M acquisition of KUBRA, funded with new $500M term loan","event_type":"m_and_a","sec_items":["1.01","2.01","1.02","9.01","2.03","7.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: debt_financing, ma_transaction, material_agreement","same SEC item: 1.01, 2.01, 2.03, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251442","json":"https://secwatch.observer/filing/0001193125-26-251442.json","markdown":"https://secwatch.observer/filing/0001193125-26-251442.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/rpay-20260601.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"of $7,525,000,\nTerm Note B in the original principal amount of $1,000,000, Term Note C in the original principal amount of $5,000,000, and a Revolving\nNote in the amount of $11,000,000. The\nAmended Credit Agreement also extended the maturity date of the Revolving Note from December 29, 2026 to December 29, 2027 pursuant\nto a Third Amended and Restated Revolving","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/788920/000107997326000201/0001079973-26-000201-index.htm","comparable_excerpt":"The Credit Agreement provides for (i) a senior secured first lien term loan facility in an aggregate principal amount of $500.0 million (the “Term Loan Facility”) and (ii) a senior secured first lien revolving credit facility in an aggregate principal amount of $100.0 million","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm"}},{"accession":"0001193125-26-213462","ticker":"EWCZ","company_name":"European Wax Center, Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"European Wax Center completes take-private by General Atlantic at $5.80/share; stock delisted","event_type":"m_and_a","sec_items":["1.01","1.02","2.01","2.03","3.01","3.03","5.02","5.03","5.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: debt_financing, ma_transaction, material_agreement","same SEC item: 1.01, 2.01, 2.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-213462","json":"https://secwatch.observer/filing/0001193125-26-213462.json","markdown":"https://secwatch.observer/filing/0001193125-26-213462.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/d137291d8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"of $7,525,000,\nTerm Note B in the original principal amount of $1,000,000, Term Note C in the original principal amount of $5,000,000, and a Revolving\nNote in the amount of $11,000,000. The\nAmended Credit Agreement also extended the maturity date of the Revolving Note from December 29, 2026 to December 29, 2027 pursuant\nto a Third Amended and Restated Revolving","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/788920/000107997326000201/0001079973-26-000201-index.htm","comparable_excerpt":"up to $40,000,000 aggregate principal amount of the Series 2026-1 Variable Funding Senior Secured Notes, Class A-1","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm"}},{"accession":"0001193125-26-214743","ticker":"CTGO","company_name":"Contango Silver & Gold Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Contango Silver & Gold acquires Lucky Shot for $16.1M; reports high-grade gold intercepts","event_type":"m_and_a","sec_items":["1.01","1.02","2.03","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: debt_financing, material_agreement","same SEC item: 1.01, 2.03, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-214743","json":"https://secwatch.observer/filing/0001193125-26-214743.json","markdown":"https://secwatch.observer/filing/0001193125-26-214743.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1502377/000119312526214743/0001193125-26-214743-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1502377/000119312526214743/ctgo-20260504.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"of $7,525,000,\nTerm Note B in the original principal amount of $1,000,000, Term Note C in the original principal amount of $5,000,000, and a Revolving\nNote in the amount of $11,000,000. The\nAmended Credit Agreement also extended the maturity date of the Revolving Note from December 29, 2026 to December 29, 2027 pursuant\nto a Third Amended and Restated Revolving","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/788920/000107997326000201/0001079973-26-000201-index.htm","comparable_excerpt":"On May 4, 2026, Contango Lucky Shot Alaska, LLC (“LSA”), a wholly-owned subsidiary of Contango Silver & Gold Inc. (“Contango” or the “Company”), entered into a purchase and sale agreement (the “Purchase Agreement”) and executed a promissory note (the “Promissory Note”) with Alaska Hardrock Inc. (“AHI”)","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1502377/000119312526214743/0001193125-26-214743-index.htm"}},{"accession":"0001104659-26-057182","ticker":"RMIX","company_name":"Suncrete, Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Suncrete acquires Nelson Bros. Ready Mix for $42.3M cash + stock; earnout up to $18M","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","7.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057182","json":"https://secwatch.observer/filing/0001104659-26-057182.json","markdown":"https://secwatch.observer/filing/0001104659-26-057182.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/0001104659-26-057182-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/tm2613866d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"each an individual, as the owners of Seller (“Owners”\nand, together with Seller, the “Seller Parties”). The\naggregate purchase price for the Acquisition was approximately $8,650,000, of which approximately $6,650,000 was paid by the Company in\ncash at closing and $2,000,000 of which is to be paid by the Company under the terms of a 63-month subordinated","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/788920/000107997326000201/0001079973-26-000201-index.htm","comparable_excerpt":"Mr. Owens, Ms. Owens and JAO, the “Sellers”),\nand Jacob Owens in his capacity as representative of the Sellers. The aggregate consideration\nfor the Acquisition consisted of (i) 1,296,456 shares of Class A Common Stock, par value $0.0001 per share, of the Company (“Class\nA Common Stock”) issued to the Sellers (the “Stock Consideration”) and (ii) a $42.3 million net","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/0001104659-26-057182-index.htm"}},{"accession":"0001171843-26-003196","ticker":"SSM","company_name":"Sono Group N.V.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Sono Group exits solar: sells Sono Motors and €10.5M loan to management for €1 each","event_type":"m_and_a","sec_items":["2.05","1.01","2.01","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 1.01, 2.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001171843-26-003196","json":"https://secwatch.observer/filing/0001171843-26-003196.json","markdown":"https://secwatch.observer/filing/0001171843-26-003196.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1840416/000117184326003196/0001171843-26-003196-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1840416/000117184326003196/f8ka_050826.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"each an individual, as the owners of Seller (“Owners”\nand, together with Seller, the “Seller Parties”). The\naggregate purchase price for the Acquisition was approximately $8,650,000, of which approximately $6,650,000 was paid by the Company in\ncash at closing and $2,000,000 of which is to be paid by the Company under the terms of a 63-month subordinated","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/788920/000107997326000201/0001079973-26-000201-index.htm","comparable_excerpt":"true 0001840416 0001840416 2026-05-04 2026-05-04 UNITED\nSTATES SECURITIES\nAND EXCHANGE COMMISSION Washington,\nD.C. 20549 __________________________ FORM 8-K/A (Amendment No. 1) __________________________ CURRENT\nREPORT PURSUANT\nTO SECTION 13 OR 15(D) OF\nTHE SECURITIES EXCHANGE ACT OF 1934 Date\nof Report (Date of earliest event reported): May 4, 2026","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1840416/000117184326003196/0001171843-26-003196-index.htm"}},{"accession":"0001628280-26-032558","ticker":"APAD","company_name":"Enhanced Group Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Enhanced Group completes de-SPAC merger with Enhanced Ltd; redemptions of $201.7M","event_type":"m_and_a","sec_items":["1.01","2.01","5.06","3.02","9.01","4.01","3.01","3.03","5.01","5.02","5.03","5.05","7.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-26-032558","json":"https://secwatch.observer/filing/0001628280-26-032558.json","markdown":"https://secwatch.observer/filing/0001628280-26-032558.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/0001628280-26-032558-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/apadu-20260506.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"each an individual, as the owners of Seller (“Owners”\nand, together with Seller, the “Seller Parties”). The\naggregate purchase price for the Acquisition was approximately $8,650,000, of which approximately $6,650,000 was paid by the Company in\ncash at closing and $2,000,000 of which is to be paid by the Company under the terms of a 63-month subordinated","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/788920/000107997326000201/0001079973-26-000201-index.htm","comparable_excerpt":"On May 7, 2026, as contemplated by the Business Combination Agreement and as described in the section titled “ The BCA Proposal ” beginning on pa ge 180 of the Proxy Statement/Prospectus, the Company, Enhanced and Merger Sub consummated the business combination contemplated by the Business Combination Agreement, whereby: • Merger Sub merged with and into Enhanced (the “First Merger”), with Enhanced surviving the merger as a wholly owned subsidiary of the Company;","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/0001628280-26-032558-index.htm"}},{"accession":"0001829126-26-005923","ticker":"TACH","company_name":"Titan Acquisition Corp.","filed_at":"2026-06-01T21:15:47+00:00","headline":"Titan Acquisition Corp enters $800M deal to combine with OpenPayd","event_type":"m_and_a","sec_items":["1.01","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001829126-26-005923","json":"https://secwatch.observer/filing/0001829126-26-005923.json","markdown":"https://secwatch.observer/filing/0001829126-26-005923.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2009183/000182912626005923/0001829126-26-005923-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2009183/000182912626005923/titanacq_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On February 9, 2026 (the “Credit Amendment Date”), the Company entered into a Second Amended and Restated Credit and Security Agreement (the “Amended Credit Agreement”) with UMB Bank, N.A. (“UMB”), which among other things provided for financing to fund the cash portion of the purchase price for the Acquisition by issuing Term Note D in the principal amount of $6,650,000.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/788920/000107997326000201/0001079973-26-000201-index.htm","comparable_excerpt":"On June 1, 2026, Titan Acquisition Corp, a Cayman Islands exempted company (“Titan”), entered into a Business Combination Agreement (the “Business Combination Agreement”), by and among OpenPayd Global Holdings Limited, a Cayman Islands exempted company (“PubCo”), Titan Acquisition Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), solely in its capacity as the Purchaser Representative, OpenPayd Holdings Limited, a company limited by shares incorporated in England and Wales (“Company”), Ozan Özerk, solely in his capacity as the Company Shareholders Representative, and the shareholders of the Company party thereto (collectively, the “Parties”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2009183/000182912626005923/0001829126-26-005923-index.htm"}},{"accession":"0001574085-26-000093","ticker":"BHR","company_name":"Braemar Hotels & Resorts Inc.","filed_at":"2026-06-01T20:11:33+00:00","headline":"Braemar completes sale of Park Hyatt Beaver Creek for $176M; repays $86.25M convertible notes","event_type":"m_and_a","sec_items":["2.01","7.01","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001574085-26-000093","json":"https://secwatch.observer/filing/0001574085-26-000093.json","markdown":"https://secwatch.observer/filing/0001574085-26-000093.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1574085/000157408526000093/0001574085-26-000093-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1574085/000157408526000093/bhr-20260526.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"each an individual, as the owners of Seller (“Owners”\nand, together with Seller, the “Seller Parties”). The\naggregate purchase price for the Acquisition was approximately $8,650,000, of which approximately $6,650,000 was paid by the Company in\ncash at closing and $2,000,000 of which is to be paid by the Company under the terms of a 63-month subordinated","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/788920/000107997326000201/0001079973-26-000201-index.htm","comparable_excerpt":"On May 26, 2026, Ashford BC LP and Ashford TRS BC LLC (together “Seller”), indirect subsidiaries of Braemar Hotels & Resorts Inc. (the “Company”), completed the sale of the Park Hyatt Beaver Creek Resort & Spa located in Avon, Colorado (the “Hotel”) pursuant to an Agreement of Purchase and Sale, dated as of April 27, 2026, by and among Seller and Apres Owner, LLC, as purchaser, for $176 million in cash, subject to customary pro-rations and adjustments.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1574085/000157408526000093/0001574085-26-000093-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}