{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-26-045476","form_type":"8-K","ticker":"LMNR","cik":"0001342423","company_name":"Limoneira CO","filed_at":"2026-04-20T23:59:59+00:00","discovered_at":"2026-05-14T18:02:32.175501+00:00","generated_at":"2026-05-15T05:17:36.514255+00:00","sec_items":["1.01","2.06","9.01"],"event_type":"other_material","sentiment":"negative","materiality_score":0.65,"calibrated_materiality_score":0.65,"confidence":"high","headline":"Limoneira to sell 80% of Paso Robles vineyard for $16M; records $9.3M impairment","bullets":["Sale of 80% tenant-in-common interest in 724-acre Paso Robles property for $16M: $10M cash + $6M promissory note.","Buyer is Peak Holdings LLC; due diligence period ends July 1, 2026; closing by October 31, 2026.","$500K deposit becomes non-refundable after due diligence; half ($250K) released to seller at that time.","Company records $9.3M impairment of property, plant and equipment in Q2 FY2026 due to expected sale price below carrying value."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-045476","json":"https://secwatch.observer/filing/0001104659-26-045476.json","markdown":"https://secwatch.observer/filing/0001104659-26-045476.md","text":"https://secwatch.observer/filing/0001104659-26-045476.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1342423/000110465926045476/0001104659-26-045476-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1342423/000110465926045476/tm2612188d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-15T05:17:36.514255+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":"94978111b121eac2ef744798be7c36c8ab0119ca","claim":"Limoneira CO entered into Purchase and Sale Agreement with Peak Holdings, LLC valued at $16,000,000 aggregate purchase price, $10,000,000 cash and $6,000,000 promissory note (effective 2026-04-14).","evidence_excerpt":"On April 14, 2026, Windfall Investors, LLC, a California limited liability company and subsidiary of Limoneira Company (the “ Company ”) entered into a Purchase and Sale Agreement (the “ Purchase Agreement ”) with Peak Holdings, LLC, a California limited liability company (the “ Buyer ”) pursuant to which the Company will sell to the Buyer an eighty-percent (80%) undivided tenant-in-common interest in the Company’s real estate parcels located in Paso Robles, California","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1342423/000110465926045476/0001104659-26-045476-index.htm","confidence":0.95},{"claim_id":"d3bec89f5d499ec54d0d2095bc9f2e9e0c01fb80","claim":"Limoneira CO announced a impairment with charges of approximately $9,300,000.","evidence_excerpt":"As a result of the transactions contemplated by the Purchase Agreement, we determined on April 14, 2026 that we will recognize an impairment of property, plant and equipment to be recorded in the second quarter of fiscal year 2026, which is currently estimated to be approximately $9,300,000.","evidence_source":"SEC 8-K Item 2.05/2.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1342423/000110465926045476/0001104659-26-045476-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001193125-26-251791","ticker":"KRMN","company_name":"Karman Holdings Inc.","filed_at":"2026-06-01T21:28:29+00:00","headline":"Selling stockholders price upsized secondary offering of 14M shares at $61/share for ~$854M gross proceeds","event_type":"other_material","sec_items":["1.01","7.01","8.01","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251791","json":"https://secwatch.observer/filing/0001193125-26-251791.json","markdown":"https://secwatch.observer/filing/0001193125-26-251791.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2040127/000119312526251791/0001193125-26-251791-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2040127/000119312526251791/d117104d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On April 14, 2026, Windfall Investors, LLC, a California limited liability company and subsidiary of Limoneira Company (the “ Company ”) entered into a Purchase and Sale Agreement (the “ Purchase Agreement ”) with Peak Holdings, LLC, a California limited liability company (the “ Buyer ”) pursuant to which the Company will sell to the Buyer an eighty-percent (80%) undivided tenant-in-common interest in the Company’s real estate parcels located in Paso Robles, California","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1342423/000110465926045476/0001104659-26-045476-index.htm","comparable_excerpt":"On May 28, 2026, Karman Holdings Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with the persons named in Schedule II thereto (the “Selling Stockholders”) and Citigroup Global Markets Inc. and Evercore Group L.L.C., as the underwriters (the “Underwriters”), pursuant to which the Selling Stockholders agreed to sell 14,000,000 shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) at a public offering price of $61.00 per share (the “Offering Price”), less underwriting discounts and commissions (the “Offering”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2040127/000119312526251791/0001193125-26-251791-index.htm"}},{"accession":"0001193125-26-251789","ticker":"GIPR","company_name":"GENERATION INCOME PROPERTIES, INC.","filed_at":"2026-06-01T21:27:59+00:00","headline":"Generation Income Properties prices $5.0M public offering of 23.8M shares and warrants at $0.21/unit","event_type":"other_material","sec_items":["1.01","8.01","9.01"],"materiality_score":0.6,"calibrated_materiality_score":0.6,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251789","json":"https://secwatch.observer/filing/0001193125-26-251789.json","markdown":"https://secwatch.observer/filing/0001193125-26-251789.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1651721/000119312526251789/0001193125-26-251789-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1651721/000119312526251789/gipr-20260528.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On April 14, 2026, Windfall Investors, LLC, a California limited liability company and subsidiary of Limoneira Company (the “ Company ”) entered into a Purchase and Sale Agreement (the “ Purchase Agreement ”) with Peak Holdings, LLC, a California limited liability company (the “ Buyer ”) pursuant to which the Company will sell to the Buyer an eighty-percent (80%) undivided tenant-in-common interest in the Company’s real estate parcels located in Paso Robles, California","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1342423/000110465926045476/0001104659-26-045476-index.htm","comparable_excerpt":"In connection with the Offering, on May 28, 2026, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Maxim Group LLC, as placement agent","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1651721/000119312526251789/0001193125-26-251789-index.htm"}},{"accession":"0001213900-26-063576","ticker":"LOKV","company_name":"Live Oak Acquisition Corp. V","filed_at":"2026-06-01T21:00:23+00:00","headline":"Live Oak enters Forward Purchase Agreement to back Teamshares merger, up to 4M shares at ~$10.54","event_type":"other_material","sec_items":["1.01","9.01"],"materiality_score":0.6,"calibrated_materiality_score":0.6,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-063576","json":"https://secwatch.observer/filing/0001213900-26-063576.json","markdown":"https://secwatch.observer/filing/0001213900-26-063576.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2048951/000121390026063576/0001213900-26-063576-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2048951/000121390026063576/ea0292781-8k425_liveoak5.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On April 14, 2026, Windfall Investors, LLC, a California limited liability company and subsidiary of Limoneira Company (the “ Company ”) entered into a Purchase and Sale Agreement (the “ Purchase Agreement ”) with Peak Holdings, LLC, a California limited liability company (the “ Buyer ”) pursuant to which the Company will sell to the Buyer an eighty-percent (80%) undivided tenant-in-common interest in the Company’s real estate parcels located in Paso Robles, California","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1342423/000110465926045476/0001104659-26-045476-index.htm","comparable_excerpt":"On June 1, 2026, Live Oak Acquisition Corp. V, a Cayman Island exempted company (\" Live Oak \"), and HB Strategies LLC (\" Seller \" or \" FPA Investor \") entered into an agreement (the \" Forward Purchase Agreement \") for an OTC Prepaid Share Forward Transaction-Optional Early Termination (the \" Forward Purchase Transaction \") in connection with Live Oak’s proposed initial business combination (the \" Business Combination \") with Teamshares Inc., a Delaware corporation (\" Teamshares \" and the surviving public company following consummation of the Business Combination, the \" Combined Company \"), which is the subject of the previously-disclosed Agreement and Plan of Merger entered into by Live Oak and Teamshares as of November 14, 2025 (as amended as of April 1, 2026, and as may be further amended or supplemented from time to time, the \" Merger Agreement \").","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2048951/000121390026063576/0001213900-26-063576-index.htm"}},{"accession":"0001213900-26-063565","ticker":"AIB","company_name":"BlockchAIn Digital Infrastructure, Inc.","filed_at":"2026-06-01T20:57:13+00:00","headline":"Blockchain Digital signs 15-yr, 65 MW electric agreement at CLT-01; 25 MW LOIs in pipeline","event_type":"other_material","sec_items":["1.01","7.01","9.01"],"materiality_score":0.65,"calibrated_materiality_score":0.65,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-063565","json":"https://secwatch.observer/filing/0001213900-26-063565.json","markdown":"https://secwatch.observer/filing/0001213900-26-063565.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2070542/000121390026063565/0001213900-26-063565-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2070542/000121390026063565/ea0292328-8k_blockchain.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On April 14, 2026, Windfall Investors, LLC, a California limited liability company and subsidiary of Limoneira Company (the “ Company ”) entered into a Purchase and Sale Agreement (the “ Purchase Agreement ”) with Peak Holdings, LLC, a California limited liability company (the “ Buyer ”) pursuant to which the Company will sell to the Buyer an eighty-percent (80%) undivided tenant-in-common interest in the Company’s real estate parcels located in Paso Robles, California","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1342423/000110465926045476/0001104659-26-045476-index.htm","comparable_excerpt":"On May 27, 2026, One Blockchain, LLC, a subsidiary of BlockchAIn Digital Infrastructure, Inc. (the “Company”) entered into a 15-year Electric Service Agreement (“Electric Service Agreement”) with a local utility provider (the “Utility Company”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2070542/000121390026063565/0001213900-26-063565-index.htm"}},{"accession":"0001379785-26-000024","ticker":"BBDC","company_name":"Barings BDC, Inc.","filed_at":"2026-06-01T20:15:45+00:00","headline":"Barings BDC receives $67M cash from adviser, enters new $11M credit support for Sierra legacy investments","event_type":"other_material","sec_items":["1.01","1.02","9.01"],"materiality_score":0.65,"calibrated_materiality_score":0.65,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001379785-26-000024","json":"https://secwatch.observer/filing/0001379785-26-000024.json","markdown":"https://secwatch.observer/filing/0001379785-26-000024.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1379785/000137978526000024/0001379785-26-000024-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1379785/000137978526000024/bbdc-20260529.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On April 14, 2026, Windfall Investors, LLC, a California limited liability company and subsidiary of Limoneira Company (the “ Company ”) entered into a Purchase and Sale Agreement (the “ Purchase Agreement ”) with Peak Holdings, LLC, a California limited liability company (the “ Buyer ”) pursuant to which the Company will sell to the Buyer an eighty-percent (80%) undivided tenant-in-common interest in the Company’s real estate parcels located in Paso Robles, California","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1342423/000110465926045476/0001104659-26-045476-index.htm","comparable_excerpt":"Barings BDC, Inc. (the “Company”) and Barings LLC (the “Adviser”) entered into a new Credit Support Agreement (the “New CSA”). The New CSA provides similar credit support as previously provided under the Prior CSA for the remaining unrealized investments in two portfolio companies previously covered by the Prior CSA in an amount equal to the $10,994,928 fair value of such investments as of May 29, 2026 (the “Remaining Obligation”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1379785/000137978526000024/0001379785-26-000024-index.htm"}},{"accession":"0001185185-26-002273","ticker":"DGAC","company_name":"DISCIPLINED GROWTH ACQUISITION Corp","filed_at":"2026-06-01T20:15:34+00:00","headline":"Disciplined Growth Acquisition Corp. closes $150M IPO on NYSE","event_type":"other_material","sec_items":["1.01","3.02","5.02","5.03","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001185185-26-002273","json":"https://secwatch.observer/filing/0001185185-26-002273.json","markdown":"https://secwatch.observer/filing/0001185185-26-002273.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2111038/000118518526002273/0001185185-26-002273-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2111038/000118518526002273/dgac8k052926.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On April 14, 2026, Windfall Investors, LLC, a California limited liability company and subsidiary of Limoneira Company (the “ Company ”) entered into a Purchase and Sale Agreement (the “ Purchase Agreement ”) with Peak Holdings, LLC, a California limited liability company (the “ Buyer ”) pursuant to which the Company will sell to the Buyer an eighty-percent (80%) undivided tenant-in-common interest in the Company’s real estate parcels located in Paso Robles, California","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1342423/000110465926045476/0001104659-26-045476-index.htm","comparable_excerpt":"A Share Rights Agreement, dated May 26, 2026, by and between the Company and Odyssey Transfer and Trust Company, as rights agent","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2111038/000118518526002273/0001185185-26-002273-index.htm"}},{"accession":"0001683168-26-004423","ticker":"CITR","company_name":"CitroTech Inc.","filed_at":"2026-06-01T20:15:28+00:00","headline":"CitroTech exchanges all Series A Preferred for Series C Convertible; BoltRock gets board rights","event_type":"other_material","sec_items":["1.01","3.02","9.01"],"materiality_score":0.6,"calibrated_materiality_score":0.6,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001683168-26-004423","json":"https://secwatch.observer/filing/0001683168-26-004423.json","markdown":"https://secwatch.observer/filing/0001683168-26-004423.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/894556/000168316826004423/0001683168-26-004423-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/894556/000168316826004423/citro_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On April 14, 2026, Windfall Investors, LLC, a California limited liability company and subsidiary of Limoneira Company (the “ Company ”) entered into a Purchase and Sale Agreement (the “ Purchase Agreement ”) with Peak Holdings, LLC, a California limited liability company (the “ Buyer ”) pursuant to which the Company will sell to the Buyer an eighty-percent (80%) undivided tenant-in-common interest in the Company’s real estate parcels located in Paso Robles, California","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1342423/000110465926045476/0001104659-26-045476-index.htm","comparable_excerpt":"On May 28, 2026, CitroTech Inc., a Wyoming corporation (the “Company”), entered into Stock Exchange and Stockholders Agreements (the “Exchange Agreements”) with the holders (the “Holders”) of the Company’s outstanding Series A Preferred Stock","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/894556/000168316826004423/0001683168-26-004423-index.htm"}},{"accession":"0001683168-26-004424","ticker":"LTRX","company_name":"LANTRONIX INC","filed_at":"2026-06-01T20:15:28+00:00","headline":"Lantronix prices $30M common stock offering at $7.20/share; net proceeds ~$32.3M","event_type":"other_material","sec_items":["1.01","7.01","9.01"],"materiality_score":0.6,"calibrated_materiality_score":0.6,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001683168-26-004424","json":"https://secwatch.observer/filing/0001683168-26-004424.json","markdown":"https://secwatch.observer/filing/0001683168-26-004424.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1114925/000168316826004424/0001683168-26-004424-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1114925/000168316826004424/lantronix_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On April 14, 2026, Windfall Investors, LLC, a California limited liability company and subsidiary of Limoneira Company (the “ Company ”) entered into a Purchase and Sale Agreement (the “ Purchase Agreement ”) with Peak Holdings, LLC, a California limited liability company (the “ Buyer ”) pursuant to which the Company will sell to the Buyer an eighty-percent (80%) undivided tenant-in-common interest in the Company’s real estate parcels located in Paso Robles, California","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1342423/000110465926045476/0001104659-26-045476-index.htm","comparable_excerpt":"On May 29, 2026, Lantronix, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Needham & Company, LLC and Canaccord Genuity LLC, as underwriters (together, the “Underwriters”), pursuant to which the Company agreed to sell, and the Underwriters agreed to purchase, 4,166,667 shares (the “Firm Shares”) of the Company’s common stock","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1114925/000168316826004424/0001683168-26-004424-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}