Agreement Terminations Data API
The Agreement Terminations Data API provides access to a database of terminated agreements, extracted from material event disclosures filed under Item 1.02 of Form 8-K: "Termination of a Material Definitive Agreement." A company must file Item 1.02 when a material definitive agreement that it did not make in the ordinary course of business, and to which it is a party, is terminated, and the termination is material to the company. Item 1.02 does not apply when the agreement expires on its stated termination date, or when all parties complete their obligations under it.
The company must disclose the date of the termination, the parties to the agreement, any material relationship between the company and the parties, the material terms of the agreement, the material circumstances of the termination, and any material early termination penalties that the company incurs.
| Filed at | Ticker | Company | Agreement types | Agreements | Terminated by | Reasons | Status | Termination date | Trigger | Termination fees | Amount repaid | Amount claimed | Filing role | Chain key | CIK | Accession no. | Details |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026-10-06 | AMC | AMC ENTERTAINMENT HOLDINGS, INC. | credit_agreement; indenture | 4 | not_stated; upon_repayment | refinancing | effected | 2026-10-05 | refinancing | – | $1,258,915,000.00 | – | previously_announced | 1411579-2026-09-21-109129 | 1411579 | 0001104659-26-113853 | |
| 2026-09-22 | DHTI | Dalrada Technology Group, Inc. | credit_agreement | 2 | counterparty | not_stated | effected | 2026-09-15 | none_stated | – | – | $300,000.00 | initial | 725394-2026-09-16-007291 | 725394 | 0001683168-26-007291 | |
| 2026-09-02 | FLD | Fold Holdings, Inc. | equity_line | 1 | registrant | business_decision | scheduled | 2026-09-03 | none_stated | – | – | – | initial | 1889123-2026-08-27-380408 | 1889123 | 0001193125-26-380408 | |
| 2026-07-31 | ATYR | aTYR PHARMA INC | license_and_collaboration_agreement | 1 | counterparty | convenience_or_without_cause | effected | 2026-07-30 | none_stated | – | – | – | previously_announced | 1339970-2026-07-30-000042 | 1339970 | 0001339970-26-000042 | |
| 2026-07-07 | GETY | Getty Images Holdings, Inc. | merger_agreement | 1 | registrant | failed_condition | effected | 2026-07-07 | none_stated | – | – | – | amendment_update | 1898496-2026-06-30-073816 | 1898496 | 0001213900-26-076004 | |
| 2026-06-18 | LMNR | Limoneira CO | real_estate_purchase_agreement | 1 | counterparty | due_diligence_walk_right | effected | – | none_stated | – | – | – | initial | 1342423-2026-06-15-075714 | 1342423 | 0001104659-26-075714 | |
| 2026-04-10 | LYRA | Lyra Therapeutics, Inc. | lease | 2 | mutual | not_stated | scheduled | 2026-05-31 | none_stated | $2,500,000.00 | – | – | initial | 1327273-2026-03-31-150441 | 1327273 | 0001193125-26-150441 | |
| 2026-02-27 | WBD | Warner Bros. Discovery, Inc. | merger_agreement | 1 | registrant | superior_proposal | effected | 2026-02-27 | new_agreement | $2,800,000,000.00 | – | – | initial | 1437107-2026-02-27-000018 | 1437107 | 0001437107-26-000018 | |
| 2026-02-05 | MITK | MITEK SYSTEMS INC | indenture | 1 | registrant | maturity | effected | 2026-02-01 | maturity | – | $155,250,000.00 | – | initial | 807863-2026-02-05-005789 | 807863 | 0001628280-26-005789 | |
| 2025-10-09 | GBTC | Grayscale Bitcoin Trust ETF | services_agreement | 2 | mutual | replaced_by_new_agreement | effected | 2025-10-03 | new_agreement | – | – | – | initial | 1588489-2025-10-03-236072 | 1588489 | 0001193125-25-236072 |
The data is extracted from the text disclosed under Item 1.02, from the sections of the same filing that refer to Item 1.02 or that Item 1.02 refers to, and from exhibits. The data is provided in a structured JSON format. One filing can report the termination of several agreements. The extracted information includes:
- Type and name of each terminated agreement, such as a credit agreement, indenture, merger agreement, lease, license, services agreement or at-the-market program, and the original agreement date
- Parties to the agreement, their roles, and any material relationship between the company and the counterparty
- Termination status, termination date, notice date and the party that ended the agreement
- Stated reasons for the termination, such as a refinancing, a merger closing, a breach, a failed condition or a business decision
- The transaction that caused the termination, such as a merger closing, an asset sale or a new financing
- Termination fees and their payer, prepayment premiums, settlement payments, and amounts that a party claims and the other party disputes
- Amounts repaid, the facility size, the use of the agreement at the termination, and the source of the repayment funds
- The agreement that replaces the terminated agreement, and the other items of the same filing that report it
- Links to earlier filings that announced the termination or reported the original agreement, and to the filing of the counterparty about the same termination
- A chain key that links the first filing about a termination to all later updates about the same termination
- Short quotes from the filing text that support key values
API Endpoint
Search and retrieve structured details about terminated agreements from Form 8-K filings by sending POST HTTP requests with search parameters as JSON-formatted payload to the following API endpoint:
Supported HTTP methods: POST
Request and response content type: JSON
Authentication
To authenticate your API requests, use the API key available in your user profile. You can use your API key in one of two ways. Choose the method that best fits your implementation:
- Authorization Header: Include your API key as an
Authorizationheader in yourPOSTrequests. For instance, before sending aPOSTrequest tohttps://api.sec-api.io/material-events/agreement-terminations, ensure the header is set as follows:Authorization: YOUR_API_KEY. - Query Parameter: Alternatively, append your API key directly to the URL as a query parameter. For example, when making
POSTrequests, use the URLhttps://api.sec-api.io/material-events/agreement-terminations?token=YOUR_API_KEYinstead of the base endpoint.
Request Parameters
Search terminations of material definitive agreements disclosed in Form 8-K filings by sending a search query to the API. All fields of the extracted data are searchable. For a complete list of searchable fields, refer to the Response Structure section below. Send a search query as a JSON-formatted payload to the API using the structure explained below.
Request parameters:
query: string
Your search criteria in the format field:value defining the fields to search in and the values to search for in those fields. The query is written in Lucene syntax and supports boolean operators (AND, OR, NOT), range queries across date and number fields using square brackets ([, ]), wildcards (*) and search expression grouping with normal brackets ((, )). More information on Lucene is available here. Query examples are available below.
from: integer
Specifies the starting position of your results, allowing for pagination. For instance, set from to 50 to skip the first 50 results. Default: 0. Maximum: 10,000, which is also the cap for the maximum number of results returned per query. To retrieve all results in your search universe, increment from by the value of the size parameter (e.g., 50) until no more results are returned or the 10,000 limit is reached. For example, use 0, 50, 100, and so on. If your query locates more than 10,000 results, consider narrowing your search by refining your filter criteria, such as using a date range filter to iterate over months or years. One approach would be to search for items with a filing.filedAt date range filter, e.g., filing.filedAt:[2025-01-01 TO 2025-01-31] (all filings from January 2025), then paginate through the results by incrementing from, and once completed, repeat the process for the next month, and so on.
size: integer
The number of results to be returned per request. Default: 50. Maximum: 50.
sort: array
An array of objects that specify how the returned results are sorted. For example, [{ "filing.filedAt": { "order": "desc" } }] sorts the results by the filing date, most recent filings first. Set order to asc to sort in ascending order.
Request Examples
Find all filings filed in 2026 that report the termination of a merger agreement, with the result sorted by the filing date, starting with the most recent filings. Increment the from parameter by 50 on each subsequent request to paginate through the results.
Retrieve all agreement terminations of a specific company using its trading symbol (ticker). In this example, the API returns all Item 1.02 disclosures for the company with the ticker symbol "WBD", starting with the first disclosure. To retrieve all filings about one termination, search for its disclosure.chainKey instead.
Response Structure
Response type: JSON
The API response represents a JSON object with two fields: total (object) and data (array). The total.value field indicates the total number of results matching your search query. The data array holds up to 50 items per request. Each item represents the extracted data from one Form 8-K filing that discloses Item 1.02. The agreements array of each item holds one entry for each terminated agreement.
The data contains only facts that the filing text states. A value of null or not_stated, or an empty array, means that the text does not state the fact. Dates use the format YYYY-MM-DD, or YYYY-MM, YYYY-Qn and YYYY when the text gives only the month, the quarter or the year. Amounts are in USD in the amountUSD fields. When the text states an amount in another currency, amountUSD is null and original holds the amount as written. Each item has the following structure:
schemaVersion: string
Version of the data schema that the item follows, e.g. 1.0.
filing: object
Metadata of the Form 8-K filing.
accessionNo: string
Accession number of the filing, e.g. 0001683168-26-007291.
cik: string
Central Index Key (CIK) of the filer, without leading zeros, e.g. 725394.
ticker: string
Trading symbol of the common stock of the filer, e.g. DHTI. The value comes from the trading symbol tagged on the cover page of the filing (XBRL dei:TradingSymbol). When the cover page lists several classes, the value is the symbol of the first class of common stock. If the filing has no tagged symbol, the value comes from the filing metadata. Is null when neither source has a symbol.
tickerSource: string
Source of the ticker value. dei_trading_symbol is the symbol tagged on the cover page. metadata is the filing metadata. none means that no source has a symbol. Possible values: dei_trading_symbol, metadata, none.
tradingSymbols: array of strings
All trading symbols tagged on the cover page, in filing order, including warrants, notes and units, e.g. ["AMC"]. Empty when the filing has no XBRL cover page.
tickerMetadata: string
Ticker from the filing metadata, e.g. DHTI.
xbrlFilePrefix: string
Prefix of the XBRL files of the filing, e.g. dfco in dfco-20260916.xsd. For reference only. The prefix can be an old symbol or a code of the filing agent, so it is never used as the ticker.
tickerNote: string
Explains a difference between the tagged trading symbol, the metadata ticker and the XBRL file prefix, e.g. no dei:TradingSymbol on the cover page; ticker from metadata; XBRL prefix dfco is not the ticker.
companyName: string
Name of the filer, e.g. Dalrada Technology Group, Inc..
formType: string
EDGAR form type. Possible values: 8-K, 8-K/A.
filedAt: date
Date and time at which SEC EDGAR accepted the filing, e.g. 2026-09-22T16:58:55-04:00.
periodOfReport: date
Date of the earliest event reported in the filing, as shown on the cover page, e.g. 2026-09-16. If the filing metadata and the cover page show different dates, the value is the cover page date. The date can be earlier than the termination date.
periodOfReportMetadata: date
Period of report from the filing metadata.
periodOfReportSource: string
Source of the periodOfReport value. cover_page_xbrl is the date tagged on the cover page (XBRL dei:DocumentPeriodEndDate). cover_page_text is the date printed on the cover page. metadata means that the cover page shows no date. Possible values: cover_page_xbrl, cover_page_text, metadata.
periodOfReportNote: string
Explains a difference between the cover page date and the metadata date.
sic: string
Four-digit Standard Industrial Classification (SIC) code of the filer, e.g. 7363.
otherItems: array of strings
All other Form 8-K items disclosed in the same filing, including Item 9.01, e.g. ["2.04", "8.01"].
url: string
URL of the filing on SEC EDGAR.
disclosure: object
How the filing reports the termination and how it links to other filings about the same termination.
filingRole: string
Role of the filing in the chain of filings about one termination. initial is the first filing about the termination, and no earlier filing announced it. previously_announced is the first Form 8-K that reports the termination, but an earlier filing announced it as planned, reported a termination notice or a decision to seek the termination, or reported a related transaction (see priorDisclosures). amendment_update is a Form 8-K/A. new_8k_update is a later Form 8-K that updates an earlier Item 1.02 report. Possible values: initial, previously_announced, amendment_update, new_8k_update.
chainKey: string
Key that links all Form 8-K filings about one termination event. Format: CIK, periodOfReport of the first Form 8-K about the event, and the last six digits of its accession number, separated by hyphens, e.g. 725394-2026-09-16-007291. The chain includes earlier Form 8-K filings that announced the termination or a related transaction, the filing itself, amendments and later updates. Form 10-Q and 10-K reports are not part of the chain. The Form 8-K that reported the entry into the agreement is also not part of the chain (see agreements.originalDisclosure). Use this key to get the full history of a termination.
chainRootAccessionNo: string
Accession number of the first Form 8-K in the chain, e.g. 0001683168-26-007291. Is the accession number of the filing itself when no earlier Form 8-K exists.
isDeltaUpdate: boolean
Is true when the filing reports only the changes since an earlier filing. In this case, an empty field does not mean that the fact does not exist. Is false for a first report and for a Form 8-K/A that restates Item 1.02 in full.
amendmentScope: string
Scope of a Form 8-K/A. full_restatement means that the amendment restates the report in full, or repeats the full Item 1.02 text. delta means that the amendment reports only new or changed facts. Is null for a Form 8-K. Possible values: full_restatement, delta.
amendmentPurpose: string
Reason for a Form 8-K/A in short form, from the XBRL cover page (dei:AmendmentDescription) or from the explanatory note. Is null for a Form 8-K.
textSource: string
Parts of the filing from which the data was extracted. item_body_and_other_item means that data also comes from another section of the same filing, e.g. amounts in Item 2.04. other_item_only means that the Item 1.02 text only incorporates another section by reference. Possible values: item_body, item_body_and_other_item, item_body_and_exhibit, other_item_only.
priorDisclosures: array of objects
Earlier filings about the same termination, oldest first. Includes earlier Form 8-K filings in the chain, and Form 10-Q and 10-K reports that announced the termination.
formType: string
EDGAR form type of the earlier filing. Periodic reports and registration statements are included, e.g. a Form 10-Q that filed the agreement as an exhibit. other means any other form. Possible values: 8-K, 8-K/A, 6-K, 10-Q, 10-K, S-1, DEF 14A, other.
filingDate: date
EDGAR filing date of the earlier filing. Is null when the text names the report only by its period, e.g. "Annual Report on Form 10-K for the year ended December 31, 2024".
periodOfReport: date
Period of report of the earlier filing. For a Form 8-K, the date on the cover page. For a Form 10-Q or 10-K, the end of the period.
item: string
Location of the disclosure in the earlier filing. For a Form 8-K, the items, e.g. 8.01 or 1.01, 2.03. For other forms, the item or exhibit as stated, e.g. Exhibit 10.2.
accessionNo: string
Accession number of the earlier filing, e.g. 0001683168-26-000573.
relation: string
Relation of the earlier filing to the termination. announced_planned_termination means that the earlier filing said that the agreement will be terminated or repaid, reported a termination notice that takes effect later, or reported a decision to seek the termination. precursor_announcement means that the earlier Form 8-K did not announce the termination, but said that a termination is possible, or reported the transaction that the current filing names as the cause of the termination. prior_report_same_termination means that an earlier Form 8-K already reported the termination, and the current filing is an update. Possible values: announced_planned_termination, precursor_announcement, prior_report_same_termination.
source: string
How the earlier filing was found. text means that the filing text names it. lookup means that a search of the EDGAR filings of the company found it. text_and_lookup means that the text names it, and the item or accession number comes from the search. Possible values: text, lookup, text_and_lookup.
agreementCount: integer
Number of agreements that the filing reports as terminated, repaid or replaced, e.g. 2. Equal to the length of agreements.
counterpartyFilings: array of objects
Form 8-K filings in which the counterparty, itself an SEC filer, reports the same termination. The data comes from a search of EDGAR, not from the filing text. Use it to link the reports of two companies about one event.
cik: string
CIK of the counterparty, without leading zeros, e.g. 1130713.
companyName: string
Name of the counterparty, e.g. NEIGHBORHOOD INTELLIGENCE, INC..
accessionNo: string
Accession number of the Form 8-K of the counterparty.
chainKey: string
chainKey of the counterparty filing. Is null when the counterparty filing is not in the database.
crossReferencedItems: array of objects
Other sections of the same filing that the Item 1.02 text incorporates or names, and sections that incorporate or name Item 1.02. One entry for each section and direction. Empty when there are no cross-references.
item: string
The other section: an item number, e.g. 2.04, or introductory_note, explanatory_note or preamble (text before the first item without a title).
direction: string
Direction of the cross-reference. incorporated_by_1_02 means that Item 1.02 incorporates the section by reference. referenced_by_1_02 means that Item 1.02 points to the section without incorporation, e.g. "as described under Item 2.01 below". incorporates_1_02 means that the section incorporates Item 1.02 by reference. references_1_02 means that the section points to Item 1.02 without incorporation. Possible values: incorporated_by_1_02, referenced_by_1_02, incorporates_1_02, references_1_02.
triggerTypes: array of strings
Summary of the different agreements.trigger.type values in the filing, in agreement order. Use it to filter filings by the transaction that caused the terminations, e.g. a merger closing or a refinancing. Possible values: merger_closing_registrant_acquired, asset_sale_closing, refinancing, new_agreement, related_agreement_terminated, third_party_transaction, maturity, none_stated, other.
agreements: array of objects
Agreements that the filing reports as terminated, repaid or replaced, in text order. One entry for each agreement.
agreementType: string
Type of the agreement. The type comes from the title of the agreement, or from what the text says the agreement does when the title is generic. An amendment has the type of the agreement that it amends. credit_agreement includes loan, term loan, revolving credit, mortgage, warehouse and receivables facilities, and letter of credit and guaranty facilities. indenture includes an indenture under which notes were redeemed or satisfied and discharged. promissory_note is a note or debenture issued to one or a few holders without an indenture or note purchase agreement. merger_agreement includes business combination agreements of special purpose acquisition companies (SPACs). services_agreement includes management, advisory, administration and custody agreements, e.g. with an external manager of a REIT or fund. equity_line is a facility under which an investor commits to buy shares of the company from time to time at the direction of the company. stockholder_agreement includes cooperation, nomination, standstill and voting agreements with stockholders. benefit_plan includes pension, retirement, stock purchase, equity incentive and deferred compensation plans. other means that agreementTypeOther describes the agreement. not_stated means that the text does not say what the agreement is. Possible values: merger_agreement, share_purchase_agreement, real_estate_purchase_agreement, credit_agreement, warrant_agreement, indenture, securities_purchase_agreement, registration_rights_agreement, placement_agent_engagement_letter, at_the_market_agreement, license_agreement, license_and_collaboration_agreement, lock_up_agreement, services_agreement, lease, settlement_agreement, employment_agreement, executive_services_agreement, pooling_and_servicing_agreement, consent_and_waiver, rights_agreement, limited_partnership_agreement, underwriting_agreement, dealer_manager_agreement, guarantee_agreement, joinder_agreement, note_purchase_agreement, supply_agreement, trust_agreement, support_agreement, contingent_value_rights_agreement, exchange_agreement, llc_operating_agreement, contribution_agreement, hedge_confirmation, separation_agreement, promissory_note, security_agreement, asset_purchase_agreement, placement_agency_agreement, warrant_inducement_agreement, term_sheet, royalty_purchase_agreement, commitment_letter, equity_line, collaboration_agreement, stockholder_agreement, benefit_plan, other, not_stated.
agreementTypeOther: string
Description of the agreement when agreementType is other, e.g. reinsurance agreement (asbestos and environmental adverse development cover).
family: string
Group of related agreement types. The same values are used for agreements in Item 1.01 data, so the family can be used to join both data sets. Ancillary agreements, such as a security agreement or a warrant agreement, have the family of the agreement or obligation that they belong to. Possible values: mna, asset_transfer, debt_financing, debt_securities, equity_financing, licensing_collaboration, commercial, real_estate_lease, dispute_resolution, employment_services, securitization, securities_modification, governance, guarantee_joinder, joint_venture, royalty_financing, other.
agreementName: string
Defined term or title of the agreement in the text, e.g. Credit Agreement.
instrumentDescription: string
Securities that the agreement governs, for indentures, e.g. 7.500% Senior Secured Notes due 2029.
originalAgreementDate: date
Date of the agreement as stated, e.g. "dated as of" or "entered into on", e.g. 2025-12-31. Is null when the stated date can be the date of a report, or when the text gives only the date of a later amendment.
registrantParty: string
Party on the side of the filer as named in the text, the filer or a subsidiary, with its stated role, e.g. Olaplex, Inc. (borrower).
counterparties: array of objects
Named counterparties. Generic terms such as "the lenders party thereto" are not listed. A party is not listed when the text does not state its side or does not give its name.
name: string
Name of the counterparty as written, e.g. IBS Equity Fund III, LLC.
role: string
Role of the counterparty as written, e.g. administrative agent. Is null when the text gives no role.
ancillaryAgreementsTerminated: array of strings
Ancillary agreements, security interests, liens and guarantees that the text says ended with the agreement, e.g. security, pledge, guarantee or registration rights agreements. The suffix (released) or a short qualifier shows that the text says only "released" or that a part continues. A security, pledge or guarantee agreement is always listed here under the agreement that it secures, and never as a separate agreement.
secured: boolean
Is true when the text calls the debt secured, first lien or second lien, calls it a mortgage loan, or names a security, pledge or mortgage agreement for it. Is false when the text calls it unsecured. Is null in all other cases, and for agreements that are not debt, debt securities, securitization or royalty financing.
collateralText: string
Collateral as stated when secured is true, e.g. mortgage on the hotel.
facilitySize: object
Maximum commitment or program size as stated, e.g. a credit commitment, the aggregate offering price of an at-the-market (ATM) program or the commitment of an equity line. For a term loan, promissory note or debenture without a stated commitment, the original principal amount. For several tranches, the sum. Is null when no size is stated.
amountUSD: number
Amount in USD. Is null when the text states the amount only in another currency.
original: string
Amount as written when the currency is not USD, or the parts of the amount when it is a sum of stated parts, e.g. $2,000.0 million Notes + $850.0 million 1L term loans. For a principal amount, the value is original principal amount.
approximate: boolean
Is true when the text says "approximately" or "about".
bound: string
How the stated amount limits the true value. up_to means that the text gives a maximum, e.g. "up to" or "not to exceed". at_least means that the text gives a minimum, e.g. "over", "more than" or "at least". exact means all other cases. When the field is not present, the amount is exact. Possible values: exact, up_to, at_least.
scheduledMaturityDate: date
Scheduled maturity or end of term as stated, e.g. 2027-04-30. Only the year when the text gives only the year, e.g. "due 2029". Is null when the text gives the end of term only as a rule, e.g. "36 months after".
terminationStated: boolean
Is true when the text says that the agreement, or all commitments under it, terminated, ended, expired, were cancelled or were discharged, e.g. "satisfied and discharged". Is false when the text only says that the debt was repaid, paid in full, redeemed or satisfied, or that a new agreement replaces the old one.
terminationStatus: array of strings
Status of the termination: one timing value and zero, one or two qualifiers. Timing values: effected means that the termination or payoff took effect on or before the filing date. scheduled means that a notice was given, a termination agreement was signed or a decision was taken, and the termination takes effect at a later date or event. intended means that the filer plans to terminate or repay the agreement, and has not given notice or signed an agreement. not_stated means that the text does not say whether the termination took effect. Qualifiers: disputed means that a party disputes the termination itself or the right to terminate. A dispute about only a fee or amounts owed is not disputed (see amountClaimed). partial means that only a part of the agreement ends, e.g. one program, one note series or one tranche. Possible values: effected, scheduled, intended, not_stated, disputed, partial.
terminationStatusText: string
Short summary of what the text says about the status, e.g. the condition for the termination to take effect, the part that ends, the party that disputes, or an upper limit such as "no later than". Is present when terminationStatus contains intended, not_stated, disputed or partial, when terminationDate is null, or when terminationDateComputed is true.
terminationDate: date
Date on which the termination took or takes effect, e.g. 2026-09-15. When terminationStated is false, the date of the payoff. For an indenture discharged by an irrevocable deposit, the date of the deposit or discharge, not the later redemption date. When the text gives an upper limit, e.g. "no later than May 31, 2026", the value is that date. Is null when the date depends on facts that the text does not state, e.g. "upon receipt of regulatory approval".
terminationDatePrecision: string
Precision of terminationDate. day is YYYY-MM-DD, month is YYYY-MM, quarter is YYYY-Qn and year is YYYY. not_stated means that the date is null. Possible values: day, month, quarter, year, not_stated.
terminationDateComputed: boolean
Is true when terminationDate was calculated from a stated rule and a stated start date, e.g. "60 days following the notice date".
noticeDate: date
Date on which a termination notice was delivered, when stated, e.g. 2026-09-14.
terminatedBy: string
Party that ended the agreement. registrant means the filer or its subsidiary, e.g. it terminated the agreement, gave notice or gave notice of non-renewal. counterparty means the other party. When one party gives notice and the parties then sign a termination agreement, the value is the party that gave notice. When both parties give notice, the value is the party whose notice sets the termination date. mutual means that the parties agreed to terminate without an earlier notice by one party. expiry means that the term ended and no party gave notice or repaid the debt. upon_repayment means that the text reports the termination together with full repayment and names no party that elected to terminate. automatic means that the agreement ended by its own terms on an event other than repayment or the end of its term, e.g. when a related merger agreement terminated. not_stated means all other cases. Possible values: registrant, counterparty, mutual, expiry, upon_repayment, automatic, not_stated.
terminationReasons: array of strings
All reasons for the termination that the filing states. repayment is a voluntary payoff without another reason. refinancing means that the agreement was repaid with or in connection with new debt. maturity means that the debt was retired at its stated maturity. superior_proposal means that a party terminated a merger agreement to accept a better or competing proposal. breach is a breach, default or failure to meet terms. failed_condition means that a closing condition or deadline was not met. convenience_or_without_cause means that the text says that the termination was "for convenience", "without cause" or "for any reason". due_diligence_walk_right means that a buyer used a due diligence or inspection period right to terminate a purchase agreement. business_decision is a stated strategic, commercial, cost, market or financing reason. officer_departure means that the officer or director whose services the agreement covers left. restructuring means that the termination is part of a bankruptcy, a restructuring or a stated plan to reduce debt. not_stated means that the filing states no reason, e.g. only "mutually agreed to terminate". other means that terminationReasonText describes the reason. Reasons stated only in earlier filings are in reasonInPriorFiling. Possible values: repayment, refinancing, replaced_by_new_agreement, maturity, merger_closing, asset_sale_closing, related_agreement_terminated, superior_proposal, breach, failed_condition, convenience_or_without_cause, due_diligence_walk_right, business_decision, officer_departure, restructuring, not_stated, other.
terminationReasonText: string
Short summary of the stated reason or disclaimer. Is present when terminationReasons contains other.
reasonInPriorFiling: object
Reason for the termination from an earlier Form 8-K, when the filing itself states no reason (terminationReasons is not_stated) and an earlier Form 8-K in disclosure.priorDisclosures states one. This reason is not included in terminationReasons. Is null in all other cases.
accessionNo: string
Accession number of the earlier Form 8-K, e.g. 0001628280-26-063504.
filingDate: date
EDGAR filing date of the earlier Form 8-K.
item: string
Item of the earlier Form 8-K that states the reason, e.g. 8.01.
quote: string
Short quote of the stated reason from the earlier Form 8-K.
trigger: object
Transaction that the text names as the cause of the termination of the agreement. When one transaction ends several agreements, each agreement has the same trigger.
type: string
Type of transaction. merger_closing_registrant_acquired is the closing of a merger in which the filer is acquired. asset_sale_closing is the closing of a sale of a business or assets. refinancing means that the text names new debt as the source of funds or context. new_agreement means that the filer or the counterparty entered into a new agreement, other than debt, that replaces this agreement, e.g. a counterparty that terminates a merger agreement to sign a better proposal. related_agreement_terminated means that another agreement on which this agreement depends ended, e.g. bridge loan commitments when the merger agreement terminates. third_party_transaction means that the counterparty or another party sold or transferred the asset, business or contracts that the agreement covers, e.g. the sale of a leased building by the landlord. maturity means that the debt was retired at its stated maturity. none_stated means that the text names no transaction. other means that typeOther describes the transaction. Possible values: merger_closing_registrant_acquired, asset_sale_closing, refinancing, new_agreement, related_agreement_terminated, third_party_transaction, maturity, none_stated, other.
typeOther: string
Description of the transaction when type is other, e.g. bankruptcy court authorization in restructuring proceedings.
item: string
Item of the same filing that reports the transaction, e.g. 2.01 for a closing, or 1.01 or 2.03 for new debt. Is null when only Item 1.02 describes the transaction, or when the text names no transaction.
description: string
Short summary of the transaction, with its date when stated.
earlyTerminationPenalty: string
Early termination fee or penalty. none means that the text says that no fee or penalty is owed, e.g. "no material early termination penalties", or that the debt can be prepaid without premium or penalty. paid_by_registrant means that the filer owes or paid the fee, including make-whole and prepayment premiums and severance that the text presents as the cost of the termination. paid_by_counterparty means that the counterparty owes the fee. The value shows the party that owes the fee, also when a third party pays it (see terminationFeePayer). not_stated means all other cases, including a fee that one party claims and the other party disputes (see amountClaimed). Possible values: none, paid_by_registrant, paid_by_counterparty, not_stated.
terminationFee: object
Termination fee paid or owed, when stated and not disputed, e.g. 2800000000. A fee that is claimed and disputed is in amountClaimed. Is null when no fee amount is stated.
amountUSD: number
Amount in USD. Is null when the text states the amount only in another currency.
original: string
Amount as written when the currency is not USD, or the parts of the amount when it is a sum of stated parts, e.g. $2,000.0 million Notes + $850.0 million 1L term loans.
approximate: boolean
Is true when the text says "approximately" or "about".
bound: string
How the stated amount limits the true value. up_to means that the text gives a maximum, e.g. "up to" or "not to exceed". at_least means that the text gives a minimum, e.g. "over", "more than" or "at least". exact means all other cases. When the field is not present, the amount is exact. Possible values: exact, up_to, at_least.
amountClaimed: object
Amount that one party demands or asserts in connection with the termination, and that the text does not report as paid or agreed, e.g. a disputed termination fee, amounts that the counterparty says are owed, or claimed damages. When the text gives only one total for several agreements, the total is shown on the first of these agreements. Is null when the text states no claimed amount.
amount: object
Amount demanded or asserted, as stated, e.g. 200000.
amountUSD: number
Amount in USD. Is null when the text states the amount only in another currency.
original: string
Amount as written when the currency is not USD, or the parts of the amount when it is a sum of stated parts, e.g. $2,000.0 million Notes + $850.0 million 1L term loans.
approximate: boolean
Is true when the text says "approximately" or "about".
bound: string
How the stated amount limits the true value. up_to means that the text gives a maximum, e.g. "up to" or "not to exceed". at_least means that the text gives a minimum, e.g. "over", "more than" or "at least". exact means all other cases. When the field is not present, the amount is exact. Possible values: exact, up_to, at_least.
claimant: string
Party that demands or asserts the amount. registrant includes subsidiaries of the filer. Possible values: registrant, counterparty, third_party, not_stated.
claimType: string
Type of claim. termination_fee is an early termination fee or penalty under the agreement. amounts_owed are unpaid invoices, fees or balances that a party says are due. damages are damages or losses claimed for a breach or a wrongful termination. other means that note describes the claim. Possible values: termination_fee, amounts_owed, damages, other.
contested: boolean
Is true when the text says that the other party disputes the claim, e.g. "disputes the amounts demanded". Is false when the text says that the other party accepts it. Is null when the text does not say. A reservation of rights alone gives null.
note: string
Short summary of what the claim covers, the total that it is part of, or how it will be resolved.
terminationFeePayer: string
Party that pays or owes the terminationFee or prepaymentPremium. third_party means that another party pays for one of the parties, e.g. "PSKY, on behalf of WBD, paid the termination fee" (see terminationFeePayerName). not_stated means that a fee is owed or paid, but the text does not name the payer. Is null when earlyTerminationPenalty is none or not_stated. Possible values: registrant, counterparty, third_party, not_stated.
terminationFeePayerName: string
Name of the third party that paid the fee, e.g. Paramount Skydance Corporation (PSKY). Is null unless terminationFeePayer is third_party.
terminationConsiderationText: string
Short summary of non-cash or contingent consideration in the termination, e.g. shares issued or surrendered, assets returned, waived refunds, forfeited earlier payments, or contingent payments with their condition and maximum.
settlementPayment: object
Cash paid or received on termination that is not a termination fee, a prepayment premium or a debt payoff, e.g. a settlement or commutation payment, or a security, escrow or letter of credit deposit that is returned or forfeited. When the text gives several payments, the largest payment is shown and note lists the others. Is null when no such payment is stated.
amount: object
Cash amount as stated, e.g. 302514.84.
amountUSD: number
Amount in USD. Is null when the text states the amount only in another currency.
original: string
Amount as written when the currency is not USD, or the parts of the amount when it is a sum of stated parts, e.g. $2,000.0 million Notes + $850.0 million 1L term loans.
approximate: boolean
Is true when the text says "approximately" or "about".
bound: string
How the stated amount limits the true value. up_to means that the text gives a maximum, e.g. "up to" or "not to exceed". at_least means that the text gives a minimum, e.g. "over", "more than" or "at least". exact means all other cases. When the field is not present, the amount is exact. Possible values: exact, up_to, at_least.
kind: string
Kind of payment. settlement_payment is a commutation, settlement or release payment agreed for the termination. deposit_returned is a security or escrow deposit paid back to the party that gave it. deposit_forfeited is a deposit or letter of credit that the party that gave it loses. other means that note describes the payment. Possible values: settlement_payment, deposit_returned, deposit_forfeited, other.
payee: string
Party that receives the cash. registrant includes subsidiaries of the filer. Possible values: registrant, counterparty, third_party, not_stated.
note: string
Short summary of the purpose of the payment, its date or condition, and other payments.
prepaymentPremium: object
Make-whole or prepayment premium paid, when stated, e.g. 144300000.
amountUSD: number
Amount in USD. Is null when the text states the amount only in another currency.
original: string
Amount as written when the currency is not USD, or the parts of the amount when it is a sum of stated parts, e.g. $2,000.0 million Notes + $850.0 million 1L term loans.
approximate: boolean
Is true when the text says "approximately" or "about".
bound: string
How the stated amount limits the true value. up_to means that the text gives a maximum, e.g. "up to" or "not to exceed". at_least means that the text gives a minimum, e.g. "over", "more than" or "at least". exact means all other cases. When the field is not present, the amount is exact. Possible values: exact, up_to, at_least.
amountRepaid: object
Amount paid to retire the debt, when stated. Is null otherwise.
amountUSD: number
Amount in USD, e.g. 357600000.
basis: string
What the amount covers. principal is the principal only. aggregate_payoff is a stated total that includes interest and fees. tender_principal is the principal of notes tendered and accepted in a tender offer, when the remaining notes are redeemed or defeased separately. prior_balance is the outstanding principal at an earlier stated date (see note). not_stated means that the text does not say what the amount covers. Possible values: principal, aggregate_payoff, tender_principal, prior_balance, not_stated.
interestUSD: number
Accrued interest paid in USD, when stated separately.
approximate: boolean
Is true when the text says "approximately".
note: string
What the amount covers and where the filing states it, e.g. the treatment of notes that were not tendered.
usageAtTermination: string
Use of the agreement when it ended, as stated. never_used means that the text says that nothing was ever drawn, borrowed, funded, bought or sold under the agreement. Shares issued as a commitment fee are not use. none_outstanding means that the text says that nothing was drawn or outstanding at the termination, e.g. "no outstanding borrowings". used means that the text states an amount drawn, outstanding, repaid or sold, or says that loans were outstanding or shares were sold. not_stated means all other cases, including a general statement such as "repaid all amounts outstanding". Possible values: never_used, none_outstanding, used, not_stated.
utilization: object
Shares sold and proceeds received under an at-the-market (ATM) program or an equity line before the termination, when stated. Used only for equity financing agreements. Is null otherwise.
sharesSold: number
Number of shares sold before the termination, e.g. 7716935.
proceeds: object
Proceeds from the sales, as stated, e.g. 91200000.
amountUSD: number
Amount in USD. Is null when the text states the amount only in another currency.
original: string
Amount as written when the currency is not USD, or the parts of the amount when it is a sum of stated parts, e.g. $2,000.0 million Notes + $850.0 million 1L term loans.
approximate: boolean
Is true when the text says "approximately" or "about".
bound: string
How the stated amount limits the true value. up_to means that the text gives a maximum, e.g. "up to" or "not to exceed". at_least means that the text gives a minimum, e.g. "over", "more than" or "at least". exact means all other cases. When the field is not present, the amount is exact. Possible values: exact, up_to, at_least.
proceedsBasis: string
Is gross or net when the text says so. not_stated is used for "cash proceeds" or an amount without a basis. Possible values: gross, net, not_stated.
contractValue: object
Total or maximum value of the payments under an agreement that is not debt, as stated, e.g. estimated fees, research payments or total milestone payments. original names the payer and what the amount covers. Credit, ATM and equity line sizes are in facilitySize. Is null when no value is stated.
amountUSD: number
Amount in USD. Is null when the text states the amount only in another currency.
original: string
Amount as written when the currency is not USD, or the parts of the amount when it is a sum of stated parts, e.g. $2,000.0 million Notes + $850.0 million 1L term loans.
approximate: boolean
Is true when the text says "approximately" or "about".
bound: string
How the stated amount limits the true value. up_to means that the text gives a maximum, e.g. "up to" or "not to exceed". at_least means that the text gives a minimum, e.g. "over", "more than" or "at least". exact means all other cases. When the field is not present, the amount is exact. Possible values: exact, up_to, at_least.
fundingSource: array of strings
Source of the funds for the repayment, as stated. new_financing is the proceeds of new debt or of another new financing, e.g. a receivables sale facility. not_stated means that the text names no source. A sale closing named only as context is not a stated source. Possible values: new_financing, asset_sale_proceeds, cash_on_hand, equity_proceeds, other, not_stated.
replacement: object
Agreement that replaces the terminated agreement, when stated.
status: string
replaced means that the text names a new agreement that replaces or refinances the agreement, an existing agreement that takes over its function, or a new agreement with the counterparty that the text links to the termination. not_replaced means that the text says that the agreement is not replaced. not_stated means all other cases. Possible values: replaced, not_replaced, not_stated.
name: string
Defined term or title of the replacement agreements, e.g. Industrial Power Contract.
size: object
Size of the replacement facility or program, as stated, e.g. 3970000000.
amountUSD: number
Amount in USD. Is null when the text states the amount only in another currency.
original: string
Amount as written when the currency is not USD, or the parts of the amount when it is a sum of stated parts, e.g. $2,000.0 million Notes + $850.0 million 1L term loans.
approximate: boolean
Is true when the text says "approximately" or "about".
bound: string
How the stated amount limits the true value. up_to means that the text gives a maximum, e.g. "up to" or "not to exceed". at_least means that the text gives a minimum, e.g. "over", "more than" or "at least". exact means all other cases. When the field is not present, the amount is exact. Possible values: exact, up_to, at_least.
disclosedInItems: array of strings
Items of the same filing that the text names for the replacement, e.g. ["1.01", "2.03"]. Is ["1.02"] when only Item 1.02 describes the replacement.
description: string
Short summary of the terms of the replacement.
licensedRights: string
What happens to licensed rights. Used only for licensing and collaboration agreements, and null for all other agreements. revert_to_registrant means that the text says that the rights return to the filer, or that the licenses of the counterparty to assets of the filer end. revert_to_counterparty means that the text says that the licensed rights of the filer end or return to the counterparty. not_stated means all other cases. Possible values: revert_to_registrant, revert_to_counterparty, not_stated.
mutualRelease: boolean
Is true when the text says that the parties released claims against each other, or when the title of the termination agreement names a mutual release. Is null otherwise.
materialRelationship: string
Material relationship between the filer and the counterparty other than the agreement, which Item 1.02(a)(1) requires the filer to disclose. none_other_than_agreement means that the text says that there is no relationship other than the agreement. relationship_described means that the text describes a relationship. not_stated means all other cases. Possible values: none_other_than_agreement, relationship_described, not_stated.
materialRelationshipText: string
Short summary of the stated relationship or disclaimer.
originalDisclosure: object
Filing that reported the entry into the agreement or filed the agreement as an exhibit, e.g. the Item 1.01 Form 8-K. Is present when the text names the filing, when the text says "previously announced" and a search of EDGAR finds the filing, or when the search finds the Item 1.01 Form 8-K although the text names no filing. This filing is not part of the termination chain. Is null otherwise.
formType: string
EDGAR form type of the earlier filing. Periodic reports and registration statements are included, e.g. a Form 10-Q that filed the agreement as an exhibit. other means any other form. Possible values: 8-K, 8-K/A, 6-K, 10-Q, 10-K, S-1, DEF 14A, other.
filingDate: date
EDGAR filing date of the earlier filing. Is null when the text names the report only by its period, e.g. "Annual Report on Form 10-K for the year ended December 31, 2024".
periodOfReport: date
Period of report of the earlier filing. For a Form 8-K, the date on the cover page. For a Form 10-Q or 10-K, the end of the period.
item: string
Location of the disclosure in the earlier filing. For a Form 8-K, the items, e.g. 8.01 or 1.01, 2.03. For other forms, the item or exhibit as stated, e.g. Exhibit 10.2.
accessionNo: string
Accession number of the earlier filing, e.g. 0001683168-26-000573.
relation: string
Not used in this object. Possible values: announced_planned_termination, precursor_announcement, prior_report_same_termination.
source: string
How the earlier filing was found. text means that the filing text names it. lookup means that a search of the EDGAR filings of the company found it. text_and_lookup means that the text names it, and the item or accession number comes from the search. Possible values: text, lookup, text_and_lookup.
linkedItems: array of objects
Other items of the same filing that the Item 1.02 text names or incorporates, with their role for the termination. Other items stay in filing.otherItems without a role. When an item has several roles, the first role in the list of possible values is used.
item: string
Item number, e.g. 2.04.
relation: string
Role of the item for the termination. reports_termination means that the item itself reports the termination or its terms. replacement_agreement means that the item reports the new agreement. trigger_transaction means that the item reports the closing or financing that caused the termination. concurrent_financing means that the item reports new debt from the same closing, or new debt used to repay debt in general, which the text does not call a replacement. consequence_of_termination means that the item reports an effect that it links to the termination, e.g. a mandatory redemption of notes, an impairment, an acceleration or a delisting. amounts_disclosed means that the item gives amounts that Item 1.02 does not give. relation_not_stated means that the item is possibly related, but the text does not link it. unrelated_same_filing means that the item is about a different subject. Possible values: reports_termination, replacement_agreement, trigger_transaction, concurrent_financing, consequence_of_termination, amounts_disclosed, relation_not_stated, unrelated_same_filing.
evidence: object
Two to five short quotes from the filing text that support key values. Each key is the path of a field, e.g. agreements[0].terminatedBy, and each value is the quote. A key with agreements[*] applies to all agreements.
codingNotes: string
Notes on special cases in the filing and on how the data was extracted from it.
Response Example
1
{
2
"total": {
3
"value": 1,
4
"relation": "eq"
5
},
6
"data": [
7
{
8
"schemaVersion": "1.0",
9
"filing": {
10
"accessionNo": "0001683168-26-007291",
11
"cik": "725394",
12
"ticker": "DHTI",
13
"tickerSource": "metadata",
14
"tradingSymbols": [],
15
"tickerMetadata": "DHTI",
16
"xbrlFilePrefix": "dfco",
17
"tickerNote": "no dei:TradingSymbol on the cover page; ticker from metadata; XBRL prefix dfco is not the ticker",
18
"companyName": "Dalrada Technology Group, Inc.",
19
"formType": "8-K",
20
"filedAt": "2026-09-22T16:58:55-04:00",
21
"periodOfReport": "2026-09-16",
22
"periodOfReportMetadata": "2026-09-16",
23
"periodOfReportSource": "cover_page_xbrl",
24
"periodOfReportNote": null,
25
"sic": "7363",
26
"otherItems": [
27
"2.04",
28
"8.01"
29
],
30
"url": "https://www.sec.gov/Archives/edgar/data/725394/000168316826007291/dalrada_8k.htm"
31
},
32
"disclosure": {
33
"filingRole": "initial",
34
"chainKey": "725394-2026-09-16-007291",
35
"chainRootAccessionNo": "0001683168-26-007291",
36
"isDeltaUpdate": false,
37
"amendmentScope": null,
38
"amendmentPurpose": null,
39
"textSource": "item_body_and_other_item",
40
"priorDisclosures": [],
41
"agreementCount": 2,
42
"counterpartyFilings": []
43
},
44
"crossReferencedItems": [
45
{
46
"item": "2.04",
47
"direction": "referenced_by_1_02"
48
},
49
{
50
"item": "2.04",
51
"direction": "incorporated_by_1_02"
52
}
53
],
54
"triggerTypes": [
55
"none_stated"
56
],
57
"agreements": [
58
{
59
"agreementType": "credit_agreement",
60
"agreementTypeOther": null,
61
"family": "debt_financing",
62
"agreementName": "MGA (Master Performance Standby Letter of Credit and Guaranty Agreement)",
63
"instrumentDescription": null,
64
"originalAgreementDate": "2025-12-31",
65
"registrantParty": "Genefic, Inc. (wholly owned subsidiary) with certain affiliates and subsidiaries",
66
"counterparties": [
67
{
68
"name": "IBS Equity Fund III, LLC",
69
"role": null
70
}
71
],
72
"ancillaryAgreementsTerminated": [],
73
"secured": true,
74
"collateralText": "security interests, pledges and guaranties (Stock and Unit Pledge Agreement, Deposit Account Control Agreement)",
75
"facilitySize": {
76
"amountUSD": 20000000,
77
"original": "standby letter of credit and guaranty facility, stated aggregate commitment",
78
"approximate": false
79
},
80
"scheduledMaturityDate": null,
81
"terminationStated": true,
82
"terminationStatus": [
83
"effected"
84
],
85
"terminationStatusText": "Genefic gave notice on 2026-09-14 of its election to terminate the financing relationship; IBS Fund III terminated the MGA effective 2026-09-15 as to further availability and future extensions of credit; IBS says obligations, security interests and guaranties are not released until asserted amounts are paid; the Company disputes the asserted Events of Default and fees, not the termination",
86
"terminationDate": "2026-09-15",
87
"terminationDatePrecision": "day",
88
"terminationDateComputed": false,
89
"noticeDate": "2026-09-14",
90
"terminatedBy": "counterparty",
91
"terminationReasons": [
92
"not_stated"
93
],
94
"terminationReasonText": "no reason stated for Genefic's election or for IBS Fund III's exercise of its Section 16 termination right; IBS's Default Notices separately assert Events of Default, which the Company disputes",
95
"reasonInPriorFiling": null,
96
"trigger": {
97
"type": "none_stated",
98
"typeOther": null,
99
"item": null,
100
"description": null
101
},
102
"earlyTerminationPenalty": "not_stated",
103
"terminationFee": null,
104
"amountClaimed": {
105
"amount": {
106
"amountUSD": 200000,
107
"original": null,
108
"approximate": false
109
},
110
"claimant": "counterparty",
111
"claimType": "termination_fee",
112
"contested": true,
113
"note": "MGA early termination fee assessed by IBS; part of the $1,162,246 total IBS asserts under all Financing Agreements (exclusive of interest and additional costs); the Company disputes the amounts demanded"
114
},
115
"terminationFeePayer": null,
116
"terminationFeePayerName": null,
117
"terminationConsiderationText": null,
118
"settlementPayment": null,
119
"prepaymentPremium": null,
120
"amountRepaid": null,
121
"usageAtTermination": "never_used",
122
"utilization": null,
123
"contractValue": null,
124
"fundingSource": [
125
"not_stated"
126
],
127
"replacement": {
128
"status": "not_stated",
129
"name": null,
130
"size": null,
131
"disclosedInItems": [],
132
"description": null
133
},
134
"licensedRights": null,
135
"mutualRelease": null,
136
"materialRelationship": "not_stated",
137
"materialRelationshipText": null,
138
"originalDisclosure": {
139
"formType": "8-K",
140
"filingDate": "2026-01-27",
141
"periodOfReport": "2026-01-21",
142
"item": "1.01, 2.03",
143
"accessionNo": "0001683168-26-000573",
144
"source": "lookup"
145
}
146
},
147
{
148
"agreementType": "credit_agreement",
149
"agreementTypeOther": null,
150
"family": "debt_financing",
151
"agreementName": "MCSPA (Master Credit, Security, and Account Purchase Agreement)",
152
"instrumentDescription": null,
153
"originalAgreementDate": "2025-12-31",
154
"registrantParty": "Genefic, Inc.; Dalrada Technology Group, Inc. as parent, corporate guarantor and credit party",
155
"counterparties": [
156
{
157
"name": "IBS Private Credit Fund IV, LLC",
158
"role": null
159
}
160
],
161
"ancillaryAgreementsTerminated": [],
162
"secured": true,
163
"collateralText": "security interests, pledges and guaranties under the Financing Agreements",
164
"facilitySize": {
165
"amountUSD": 5000000,
166
"original": "credit and account purchase facility, stated facility maximum amount",
167
"approximate": false
168
},
169
"scheduledMaturityDate": null,
170
"terminationStated": true,
171
"terminationStatus": [
172
"effected"
173
],
174
"terminationStatusText": "IBS Fund IV determined 2026-09-15 to be the Early Termination Date after Genefic's 2026-09-14 notice; IBS says obligations are not released until asserted amounts are paid; the Company disputes the asserted defaults and fees, not the termination",
175
"terminationDate": "2026-09-15",
176
"terminationDatePrecision": "day",
177
"terminationDateComputed": false,
178
"noticeDate": "2026-09-14",
179
"terminatedBy": "counterparty",
180
"terminationReasons": [
181
"not_stated"
182
],
183
"terminationReasonText": "no reason stated for Genefic's election or for IBS Fund IV's Early Termination Date determination; IBS's Default Notices separately assert Events of Default, which the Company disputes",
184
"reasonInPriorFiling": null,
185
"trigger": {
186
"type": "none_stated",
187
"typeOther": null,
188
"item": null,
189
"description": null
190
},
191
"earlyTerminationPenalty": "not_stated",
192
"terminationFee": null,
193
"amountClaimed": {
194
"amount": {
195
"amountUSD": 100000,
196
"original": null,
197
"approximate": false
198
},
199
"claimant": "counterparty",
200
"claimType": "termination_fee",
201
"contested": true,
202
"note": "MCSPA early termination fee assessed by IBS; part of the $1,162,246 total IBS asserts under all Financing Agreements (exclusive of interest and additional costs); the Company disputes the amounts demanded"
203
},
204
"terminationFeePayer": null,
205
"terminationFeePayerName": null,
206
"terminationConsiderationText": null,
207
"settlementPayment": null,
208
"prepaymentPremium": null,
209
"amountRepaid": null,
210
"usageAtTermination": "never_used",
211
"utilization": null,
212
"contractValue": null,
213
"fundingSource": [
214
"not_stated"
215
],
216
"replacement": {
217
"status": "not_stated",
218
"name": null,
219
"size": null,
220
"disclosedInItems": [],
221
"description": null
222
},
223
"licensedRights": null,
224
"mutualRelease": null,
225
"materialRelationship": "not_stated",
226
"materialRelationshipText": null,
227
"originalDisclosure": {
228
"formType": "8-K",
229
"filingDate": "2026-01-27",
230
"periodOfReport": "2026-01-21",
231
"item": "1.01, 2.03",
232
"accessionNo": "0001683168-26-000573",
233
"source": "lookup"
234
}
235
}
236
],
237
"linkedItems": [
238
{
239
"item": "2.04",
240
"relation": "amounts_disclosed"
241
},
242
{
243
"item": "8.01",
244
"relation": "relation_not_stated"
245
}
246
],
247
"evidence": {
248
"agreements[*].usageAtTermination": "IBS did not provide any funding to the Company, Genefic or any of their respective subsidiaries under the Financing Agreements.",
249
"agreements[0].terminatedBy": "IBS Fund III notified Genefic that it was exercising its right under Section 16 of the MGA to terminate the MGA, effective September 15, 2026",
250
"agreements[1].terminationDate": "IBS Fund IV notified Genefic that it had determined that September 15, 2026 constitutes the",
251
"agreements[*].amountClaimed.contested": "IBS has also asserted early termination fees in connection with the termination, as described in Item 2.04 below, which the Company disputes.",
252
"agreements[*].amountClaimed": "MGA early termination fee $200,000 MCSPA early termination fee $100,000"
253
},
254
"codingNotes": "Both sides delivered notices: Genefic on 2026-09-14 (election to terminate the financing relationship), then IBS on 2026-09-15, delivered 2026-09-16 (MGA terminated under Section 16; MCSPA Early Termination Date). terminatedBy counterparty under the two-notice rule: IBS's notices set the effective / Early Termination Date; noticeDate is Genefic's notice. Early termination fees ($200,000 MGA, $100,000 MCSPA) are asserted by IBS and disputed by the Company: amountClaimed, earlyTerminationPenalty not_stated. No disputed qualifier: the Company disputes the defaults and amounts, not the termination. IBS total demand $1,162,246 (Item 2.04), including the accelerated Note ($126,430) and the Warrant redemption ($225,000). Note, Warrant, Deposit Account Control Agreement, Stock and Unit Pledge Agreement and offset agreement are ancillary Financing Agreements; the text does not say they terminated. MGA coded credit_agreement (credit support facility rule). originalDisclosure by lookup: 8-K 2026-01-27 (Items 1.01, 2.03) with both agreements as exhibits 10.1 and 10.2; 8-K/A 2026-02-02 (0001683168-26-000673). The 8-K of 2026-04-30 (Item 2.04) concerned Nautilus loans, unrelated. Item 8.01 holds only a cautionary note on the IBS dispute. [v1.0 migration] fees moved from terminationFee to amountClaimed; disputed qualifier removed; MCSPA receivables_facility -> credit_agreement; docs verification: terminationReasons breach -> not_stated (the text does not give the Default Notices as the reason for either termination)."
255
}
256
]
257
}