{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-26-018878","form_type":"8-K","ticker":null,"cik":"0002044112","company_name":"INTEGRATED RAIL & RESOURCES INC.","filed_at":"2026-02-20T23:59:59+00:00","discovered_at":"2026-05-14T18:02:37.107369+00:00","generated_at":"2026-05-16T01:34:16.606073+00:00","sec_items":["1.01","3.02","3.03","5.03","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.5,"calibrated_materiality_score":0.5,"confidence":"high","headline":"Integrated Rail & Resources raises $5M via Series A Convertible Preferred; 12% dividend, conversion at $10/share","bullets":["First closing of 25,500 shares ($2.55M) occurred Jan 23; second mandatory closing of 24,500 shares ($2.45M) on Feb 6, 2026.","Investor has option to purchase up to 30,000 additional shares ($3M) within 60 days, subject to mutual agreement.","Preferred stock pays 12% annual dividend, convertible at $10/share, with anti-dilution and standard protective provisions.","Proceeds applied per agreed operating budget; company pursuing listing on Nasdaq or NYSE.","No director or officer has material interest; investor is accredited and no placement agent was used (except Stifel)."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-018878","json":"https://secwatch.observer/filing/0001213900-26-018878.json","markdown":"https://secwatch.observer/filing/0001213900-26-018878.md","text":"https://secwatch.observer/filing/0001213900-26-018878.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/2044112/000121390026018878/0001213900-26-018878-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2044112/000121390026018878/ea0274947-8k_integrated.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T01:34:16.606073+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":"2775202cd9ccf36b1b55c89fa3837938f9e4da7d","claim":"INTEGRATED RAIL & RESOURCES INC.: Filed Certificate of Designations establishing Series A Convertible Preferred Stock, setting forth designations, preferences, rights and limitations (effective 2026-01-23).","evidence_excerpt":"On January 23, 2026, the Company filed the Certificate of Designations with the Secretary of State of the State of Delaware, establishing the Series A Convertible Preferred Stock and setting forth its designations, preferences, rights and limitations (filed as Exhibit 3.1 to this Current Report on Form 8-K).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/2044112/000121390026018878/0001213900-26-018878-index.htm","confidence":0.9},{"claim_id":"d486a68ce2666b9c0b4ea81ab5adf7f9d88f2910","claim":"INTEGRATED RAIL & RESOURCES INC. entered into Securities Purchase Agreement with Creto IRRX PIPE Investment, LLC valued at approximately $5,000,000 (effective 2026-01-23).","evidence_excerpt":"On January 23, 2026 (the “Closing Date”), Integrated Rail & Resources Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Creto IRRX PIPE Investment, LLC (the “Investor”), pursuant to which the Company agreed to sell an aggregate of 50,000 shares of its Series A Convertible Preferred Stock, par value $0.0001 per share and stated value $100.00 per share (the “Preferred Stock”), for gross proceeds of approximately $5,000,000","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2044112/000121390026018878/0001213900-26-018878-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001437749-26-018930","ticker":"CPSH","company_name":"CPS TECHNOLOGIES CORP/DE/","filed_at":"2026-06-01T13:35:50+00:00","headline":"CPS Technologies closes $9.6M registered direct offering of 1.2M shares at $8.00/share","event_type":"other_material","sec_items":["1.01","5.03","8.01","9.01"],"materiality_score":0.6,"calibrated_materiality_score":0.6,"match_reasons":["same fact type: governance_change, material_agreement","same SEC item: 1.01, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001437749-26-018930","json":"https://secwatch.observer/filing/0001437749-26-018930.json","markdown":"https://secwatch.observer/filing/0001437749-26-018930.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/814676/000143774926018930/0001437749-26-018930-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/814676/000143774926018930/cpsh20260528_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On January 23, 2026, the Company filed the Certificate of Designations with the Secretary of State of the State of Delaware, establishing the Series A Convertible Preferred Stock and setting forth its designations, preferences, rights and limitations (filed as Exhibit 3.1 to this Current Report on Form 8-K).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2044112/000121390026018878/0001213900-26-018878-index.htm","comparable_excerpt":"On May 27, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Amendment”) of the Company’s Restated Certificate of Incorporation, effective as of the same date. The Amendment increased the number of shares of common stock, $0.01 par value per share (the “Common Stock”), that the Company is authorized to issue from 20,000,000 to 25,000,000.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/814676/000143774926018930/0001437749-26-018930-index.htm"}},{"accession":"0001140361-26-023619","ticker":"GNK","company_name":"GENCO SHIPPING & TRADING LTD","filed_at":"2026-06-02T10:01:31+00:00","headline":"Genco Shipping amends shareholder rights plan, eliminates 'Acting in Concert' definition","event_type":"other_material","sec_items":["1.01","3.03","9.01"],"materiality_score":0.55,"calibrated_materiality_score":0.55,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 3.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-023619","json":"https://secwatch.observer/filing/0001140361-26-023619.json","markdown":"https://secwatch.observer/filing/0001140361-26-023619.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1326200/000114036126023619/0001140361-26-023619-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1326200/000114036126023619/ef20075333_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On January 23, 2026 (the “Closing Date”), Integrated Rail & Resources Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Creto IRRX PIPE Investment, LLC (the “Investor”), pursuant to which the Company agreed to sell an aggregate of 50,000 shares of its Series A Convertible Preferred Stock, par value $0.0001 per share and stated value $100.00 per share (the “Preferred Stock”), for gross proceeds of approximately $5,000,000","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2044112/000121390026018878/0001213900-26-018878-index.htm","comparable_excerpt":"On June 2, 2026, Genco Shipping & Trading Limited (the “ Company ”) entered into the Third Amendment to Shareholders Rights Agreement (the “ Third Amendment ”) to amend the Shareholder Rights Agreement, dated as of October 1, 2025 between the Company and Computershare Inc., as amended to date (the “ Rights Agreement ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1326200/000114036126023619/0001140361-26-023619-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, 3.02, 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 January 23, 2026 (the “Closing Date”), Integrated Rail & Resources Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Creto IRRX PIPE Investment, LLC (the “Investor”), pursuant to which the Company agreed to sell an aggregate of 50,000 shares of its Series A Convertible Preferred Stock, par value $0.0001 per share and stated value $100.00 per share (the “Preferred Stock”), for gross proceeds of approximately $5,000,000","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2044112/000121390026018878/0001213900-26-018878-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":"0001628280-26-039465","ticker":"IOT","company_name":"Samsara Inc.","filed_at":"2026-06-01T20:07:41+00:00","headline":"Samsara Inc. reincorporates from Delaware to Nevada, effective June 1, 2026","event_type":"other_material","sec_items":["3.03","5.03","9.01"],"materiality_score":0.45,"calibrated_materiality_score":0.45,"match_reasons":["same fact type: governance_change","same SEC item: 3.03, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-26-039465","json":"https://secwatch.observer/filing/0001628280-26-039465.json","markdown":"https://secwatch.observer/filing/0001628280-26-039465.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1642896/000162828026039465/0001628280-26-039465-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1642896/000162828026039465/iot-20260601.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On January 23, 2026, the Company filed the Certificate of Designations with the Secretary of State of the State of Delaware, establishing the Series A Convertible Preferred Stock and setting forth its designations, preferences, rights and limitations (filed as Exhibit 3.1 to this Current Report on Form 8-K).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2044112/000121390026018878/0001213900-26-018878-index.htm","comparable_excerpt":"the reincorporation of the Company from the State of Delaware to the State of Nevada (the “Reincorporation”) became effective on June 1, 2026, at 12:02 a.m. Pacific Time","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1642896/000162828026039465/0001628280-26-039465-index.htm"}},{"accession":"0001193125-26-215756","ticker":"GIG","company_name":"GigCapital7 Corp.","filed_at":"2026-05-11T23:59:59+00:00","headline":"GigCapital7 domestication from Cayman Islands to Delaware effective May 8 after shareholder vote","event_type":"other_material","sec_items":["3.03","5.03","9.01"],"materiality_score":0.5,"calibrated_materiality_score":0.5,"match_reasons":["same fact type: governance_change","same SEC item: 3.03, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-215756","json":"https://secwatch.observer/filing/0001193125-26-215756.json","markdown":"https://secwatch.observer/filing/0001193125-26-215756.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2023730/000119312526215756/0001193125-26-215756-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2023730/000119312526215756/d72988d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On January 23, 2026, the Company filed the Certificate of Designations with the Secretary of State of the State of Delaware, establishing the Series A Convertible Preferred Stock and setting forth its designations, preferences, rights and limitations (filed as Exhibit 3.1 to this Current Report on Form 8-K).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2044112/000121390026018878/0001213900-26-018878-index.htm","comparable_excerpt":"On May 8, 2026, GigCapital7 effectuated the Domestication by filing (i) a voluntary declaration pursuant to Section 206(3) of the Companies Act (revised) of the Acts of the Cayman Islands, (ii) a certificate of corporate domestication with the Secretary of State of the State of Delaware (the “ DE SoS ”), and (iii) an interim certificate of incorporation with the DE SoS (the “ Domesticated GigCapital7 Charter ”). Domesticated GigCapital7 also adopted bylaws (the “ Domesticated GigCapital7 Bylaws ” and together with the Domesticated GigCapital7 Charter, the “ Domesticated GigCapital7 Governing Documents ”) in connection with the Domestication.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2023730/000119312526215756/0001193125-26-215756-index.htm"}},{"accession":"0001500217-26-000035","ticker":"AAT","company_name":"American Assets Trust, Inc.","filed_at":"2026-05-11T23:59:59+00:00","headline":"AAT board raises Rady Trust ownership cap to 21.9%, lowers general limit to 6.775%","event_type":"other_material","sec_items":["1.01","3.03","9.01"],"materiality_score":0.5,"calibrated_materiality_score":0.5,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 3.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001500217-26-000035","json":"https://secwatch.observer/filing/0001500217-26-000035.json","markdown":"https://secwatch.observer/filing/0001500217-26-000035.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1500217/000150021726000035/0001500217-26-000035-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1500217/000150021726000035/aat-20260511.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On January 23, 2026 (the “Closing Date”), Integrated Rail & Resources Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Creto IRRX PIPE Investment, LLC (the “Investor”), pursuant to which the Company agreed to sell an aggregate of 50,000 shares of its Series A Convertible Preferred Stock, par value $0.0001 per share and stated value $100.00 per share (the “Preferred Stock”), for gross proceeds of approximately $5,000,000","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2044112/000121390026018878/0001213900-26-018878-index.htm","comparable_excerpt":"On May 11, 2026, American Assets Trust, Inc. (the \"Company\") entered into a Voting Support Agreement (the \"Voting Agreement\") with the Ernest Rady Trust U/D/T March 10, 1983 (the \"Rady Trust\"), the Evelyn Shirley Rady Trust U/D/T March 10, 1983, and American Assets, Inc. (collectively, the \"Stockholder\").","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1500217/000150021726000035/0001500217-26-000035-index.htm"}},{"accession":"0001493152-26-021863","ticker":"AIM","company_name":"AIM ImmunoTech Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"AIM ImmunoTech expects ~$4.2M gross from warrant inducement at $0.48/share; new warrants at $0.60","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, 3.02, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-021863","json":"https://secwatch.observer/filing/0001493152-26-021863.json","markdown":"https://secwatch.observer/filing/0001493152-26-021863.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/946644/000149315226021863/0001493152-26-021863-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/946644/000149315226021863/form8-k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On January 23, 2026 (the “Closing Date”), Integrated Rail & Resources Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Creto IRRX PIPE Investment, LLC (the “Investor”), pursuant to which the Company agreed to sell an aggregate of 50,000 shares of its Series A Convertible Preferred Stock, par value $0.0001 per share and stated value $100.00 per share (the “Preferred Stock”), for gross proceeds of approximately $5,000,000","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2044112/000121390026018878/0001213900-26-018878-index.htm","comparable_excerpt":"On May 7, 2026, AIM ImmunoTech Inc. (the “Company”) entered into a warrant exercise inducement offer letter agreement (the “Inducement Letter”) with holders (the “Holders”) of (i) Class A and Class B common stock purchase warrants issued on May 31, 2024","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/946644/000149315226021863/0001493152-26-021863-index.htm"}},{"accession":"0001062993-26-002388","ticker":"WAMFF","company_name":"Alaska Silver Corp.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Alaska Silver simplifies capital structure, eliminates dual-class shares","event_type":"other_material","sec_items":["3.03","5.03","7.01","9.01"],"materiality_score":0.6,"calibrated_materiality_score":0.6,"match_reasons":["same fact type: governance_change","same SEC item: 3.03, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001062993-26-002388","json":"https://secwatch.observer/filing/0001062993-26-002388.json","markdown":"https://secwatch.observer/filing/0001062993-26-002388.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1893899/000106299326002388/0001062993-26-002388-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1893899/000106299326002388/form8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On January 23, 2026, the Company filed the Certificate of Designations with the Secretary of State of the State of Delaware, establishing the Series A Convertible Preferred Stock and setting forth its designations, preferences, rights and limitations (filed as Exhibit 3.1 to this Current Report on Form 8-K).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2044112/000121390026018878/0001213900-26-018878-index.htm","comparable_excerpt":"On May 6, 2026, the Board of Directors of Alaska Silver Corp. (the \"Company\"), approved an amendment (the \"Amendment\") to the Company's Articles of the Company to eliminate its dual-class share structure by (i) eliminating its proportionate voting share class and (ii) reidentifying its subordinate voting share class as the class of \"Common Shares,\" no par value, of which the Company shall be authorized to issue an unlimited number of Common Shares.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1893899/000106299326002388/0001062993-26-002388-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}