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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Entry into a Material Definitive Agreement On May 28, 2026, AirJoule Technologies Corporation (the “ Company ”) entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with certain institutional investors (the “ Investors ”), pursuant to which the Company agreed to sell to the Investors, and the Investors agreed to purchase from the Company, through a registered direct offering (the “ Offering ”) subject to and upon the terms and conditions set forth therein, 3,658,536 share…
shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On February 11, 2026, the Compensation Committee of the Board of Directors (the “ Compensation Committee ”) of AirJoule Technologies Corporation (the “ Company ”) approved grants of performance-based restricted stock unit awards covering shares of the Company’s common stock (the “ awards ”) to each of Matthew B. Jore, Stephen S. Pang and Patrick C.…
Entry into a Material Definitive Agreement On January 14, 2026, AirJoule Technologies Corporation (the “Company”) and Lucid Capital Markets, LLC, as underwriter (the “Underwriter”), entered into an underwriting agreement (the “Underwriting Agreement”), pursuant to which the Company agreed to sell to the Underwriter, and the Underwriter agreed to purchase from the Company, subject to and upon the terms and conditions set forth therein, 6,153,847 shares of its Class A common stock, par value $0…
Regulation FD Disclosure On January 14, 2026, the Company announced the pricing of the Offering, at a price to the public of $3.25 per share, pursuant to a registration statement on Form S-3 (File No. 333-291527) (the “Registration Statement”) filed previously with the Commission that became effective on November 21, 2025, including the prospectus forming a part of the Registration Statement, and a preliminary prospectus supplement, which was filed with the Commission on January 13, 2026. A c…
Other Events On January 13, 2026, the Company provided certain updates to potential investors, the relevant excepts of which are set forth below. Partnership with Red Dot Ranch In December 2025, we announced a new collaboration with Red Dot Ranch Foundation (“Red Dot Ranch”), which focuses on bringing cutting-edge off-grid water solutions to rural communities in coastal California. Under this new commercial arrangement, we will deploy an AirJoule system to Red Dot Ranch’s location to enable R…
Results of Operations and Financial Condition The information set forth under
shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of New Directors Effective June 25, 2025, the Board of Directors (the “ Board ”) of AirJoule Technologies Corporation (the “ Company ”) appointed Denise Sterling and Thomas Murphy (together, the “ New Directors ”) to the Board. The Board has determined that the New Directors each satisfies the definition of “independent director” under…
Change in Registrant’s Certifying Accountant (a) Dismissal of Independent Registered Public Accounting Firm On May 20, 2025, the Audit Committee of the Board of Directors (the “ Audit Committee ”) of AirJoule Technologies Corporation (the “ Company ”) approved the appointment of Deloitte & Touche LLP (“ Deloitte ”) as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2025 and notified BDO USA, P.C. (“ BDO ”) of its dismissal as the Company…
Results of Operations and Financial Condition On May 12, 2025, AirJoule Technologies Corporation (the “Company”) issued a press release announcing its financial and operational results for the first quarter of 2025. A copy of the press release is furnished as Exhibit 99.1 hereto. The information furnished pursuant to this
Entry into a Material Definitive Agreement On April 25, 2025, AirJoule Technologies LLC (“ AJ Tech ”), a wholly owned subsidiary of AirJoule Technologies Corporation, a Delaware corporation, entered into the Second Amended and Restated Limited Liability Company Agreement of AirJoule, LLC (the “ Amended LLC Agreement ”), by and among AJ Tech, GE Vernova Ventures LLC and AirJoule, LLC (“ AJ JV ”). The Amended LLC Agreement amended and restated AJ JV’s prior limited liability company agreement t…
Entry into a Material Definitive Agreement On April 23, 2025, AirJoule Technologies Corporation, a Delaware corporation (the “ Company ”), entered into subscription agreements (the “ Subscription Agreements ”) with GE Vernova Ventures LLC (“ GEV ”) and certain other investors (together with GEV, the “ PIPE Investors ”), pursuant to which, among other things, the PIPE Investors have agreed to purchase an aggregate of approximately 3.75 million newly issued shares of the Company’s Class A commo…
Unregistered Sales of Equity Securities. The issuance of the shares of Class A Common Stock to be sold to the PIPE Investors pursuant to the Subscription Agreements will not be registered under the Securities Act of 1933, as amended (the “ Securities Act ”). Based in part upon the representations of the PIPE Investors in the Subscription Agreements, the Company has relied on the exemption from the registration requirements of the Securities Act under Section 4(a)(2) thereof for a transaction…
Entry into a Material Definitive Agreement. On March 25, 2025, AirJoule Technologies Corporation (the “ Company ”) entered into a Common Stock Purchase Agreement (the “ Purchase Agreement ”) and a related Registration Rights Agreement (the “ Registration Rights Agreement ”), each dated as of March 25, 2025, with B. Riley Principal Capital II, LLC (the “ Investor ”). Pursuant to the Purchase Agreement, the Company will have the right, but not the obligation, to sell to the Investor up to an ag…
in its entirety. The securities that have been or may be issued under the Purchase Agreement are being offered and sold by the Company in a transaction exempt from registration under the Securities Act of 1933, as amended (“Securities Act”), in reliance on Section 4(a)(2) thereof. The Investor represented to the Company in the Purchase Agreement that it is an “accredited investor,” as defined in Regulation D, and is acquiring the securities under the Purchase Agreement for its own account, fo…
Results of Operations and Financial Condition On March 25, 2025, AirJoule Technologies Corporation (the “ Company ”) issued a press release announcing its financial and operational results for the fourth quarter and year ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 hereto. The information furnished pursuant to this
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On February 12, 2025, the Compensation Committee of the Board of Directors (the “ Compensation Committee ”) of AirJoule Technologies Corporation (the “ Company ”) approved grants of performance-based restricted stock unit awards covering shares of the Company’s common stock (the “ awards ”) to each of Matthew B. Jore and Jeffrey D. Gutke (the “ Exec…
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