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Form 8-K

sec.gov

8-K — AVAX ONE TECHNOLOGY LTD.

Accession: 0001493152-26-023917

Filed: 2026-05-15

Period: 2026-05-14

CIK: 0001826397

SIC: 6199 (FINANCE SERVICES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): May 14, 2026

AVAX

ONE TECHNOLOGY LTD.

(Exact

Name of Registrant as Specified in Charter)

British

Columbia A1

001-40578

NA 00-0000000

(State

or other jurisdiction

of

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

800-525

West 8th Avenue

Vancouver,

BC, Canada

V5Z1C6

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (604) 757-0952

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company ☒

If

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Shares

AVX

The

Nasdaq Capital Market

FORWARD-LOOKING

STATEMENTS

This

Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively, the “Filings”)

contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available

to, Registrant’s management as well as estimates and assumptions made by Registrant’s management. When used in the Filings

the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,”

“plan” or the negative of these terms and similar expressions as they relate to Registrant or Registrant’s management

identify forward-looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject

to risks, uncertainties, assumptions and other factors relating to Registrant’s industry, Registrant’s operations and results

of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize,

or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated,

expected, intended or planned.

Although

Registrant believes that the expectations reflected in the forward-looking statements are reasonable, Registrant cannot guarantee future

results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the

United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.

Item

8.01 Other Information

The

Company held its earnings call yesterday at 5:00 PM ET for the quarter ended March 31, 2026. The recording of the earnings call may be

listened to at https://viavid.webcasts.com/starthere.jsp?ei=1761767&tp_key=f604538e3b. The Company’s related earnings release

is attached hereto as Exhibit 99.1.

Item

9.01 Exhibit

99.1

Press release dated May 14, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by

the undersigned thereunto duly authorized.

Date:

May 15, 2026

AVAX

ONE TECHNOLOGY LTD.

By:

/s/

Jolie Kahn

Name:

Jolie

Kahn, CEO

EX-99.1

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

AVAX

One Reports First Quarter 2026 Financial and Operating Results

Continued

Execution of Modular AI/HPC Infrastructure Strategy to Capitalize on Accelerating Compute Demand

Total

AVAX Holdings of Approximately 14 million as of May 14, 2026

WEST

PALM BEACH, FL, May 14, 2026 - AVAX One Technology Ltd. (NASDAQ: AVX) (“AVAX One” or the “Company”), today

announced its financial and operating results for the first quarter ended March 31, 2026, along with an update on its AVAX treasury strategy.

“The

first quarter represented an important period for AVAX One as we laid the groundwork for our evolution into a power-first digital infrastructure

company,” said Jolie Kahn, Chief Executive Officer of AVAX One. “Subsequent to quarter end, we announced our formal expansion

into AI/HPC data center infrastructure, expanded our Bitcoin mining platform and oriented the business around scalable, behind-the-meter

power assets that we believe can support long-term growth and profitability. At the same time, our Avalanche treasury continues to provide

a differentiated source of yield and strategic optionality. Together, these steps reflect a deliberate repositioning of AVAX One around

the physical and digital infrastructure we believe will define the next phase of artificial intelligence and onchain finance.”

First

Quarter 2026 Financial Summary (vs. Q1 2025)

● Total

Revenue: Total revenue for the first quarter of 2026 increased materially to $2.5 million

compared to $0.3 million in the first quarter of 2025. The increase was primarily driven

by AVAX One’s Avalanche digital asset treasury strategy, which generated approximately

$1.9 million in staking rewards in Q1 2026, coupled with the revenue from Bitcoin mining,

which generated approximately $0.6 million in revenue.

● Total

Operating Expenses: Total operating expenses in the first quarter of 2026 were $47.1

million compared to $2.1 million in the first quarter of 2025. The operating expenses in

the first quarter of 2026 included $43.3 million of non-cash charges related to: 1) a $36.3

million unrealized loss on the change in market value of the Company’s digital assets;

2) a $5.3 million loss on digital asset transactions attributable to the deployment of AVAX

to tAVAX tokens; 3) a $1.1 million impairment of liquid staking tokens; 4) depreciation and

amortization of $0.3 million; and 5) a $0.3 million charge incurred as a result of the

vesting of shares issued in 2025 to board advisors, board members and certain executives.

In addition to these non-cash charges, the Company incurred certain one-time non-recurring

charges for costs related to reorganizing and restructuring its back-office operations, including

severance, stay bonuses and duplicative costs of $0.2 million. Adjusting for these non-cash

charges and one-time non-recurring costs, the adjusted operating loss for the first quarter

of 2026 was $1.1 million.

● Net

Loss: Net loss for the first quarter of 2026 was $46.4 million or ($0.48) per diluted

share compared to net loss of approximately $145,000 or $(10.57) per diluted share in the

first quarter of 2025. Adjusting for the non-cash and one-time costs discussed above, adjusted

net loss for the first quarter of 2026 was $2.9 million, or ($0.03) per diluted share.

● Cash

and Cash Equivalents: As of March 31, 2026, the Company had $16.5 million in cash and

cash equivalents, coupled with restricted cash of $5.4 million and escrow receivable balance

of $5.0 million, resulting in total liquidity availability of $26.9 million. This is compared

to approximately $27.5 million of total liquidity at December 31, 2025. AVAX One believes

its cash balance provides approximately three years of operating runway without the need

to raise external capital.

Operational

Highlights

● Announced

strategic initiative in April 2026 to develop a 10 MW AI/HPC micro-grid data center in Alberta,

including execution of a Front End Engineering & Design (“FEED”) proposal

with BlueFlare Energy Solutions, Inc. (“BlueFlare”) to advance the Company’s

modular, power-first digital infrastructure strategy.

● Executed

Letter of Intent with BlueFlare for the development of an initial 10 MW Tier 3-ready AI/HPC

powered land site in Alberta, with expected readiness for end-client deployment in Q1 2027,

formally expanding AVAX One into scalable, behind-the-meter digital infrastructure designed

to support accelerating AI and high-performance computing demand.

● Advanced

Alberta AI/HPC powered land program from conceptual design into detailed engineering and

AESO-ready deliverables through the engagement of BlueFlare as infrastructure development

partner, the selection of ASCENT Consulting as the Owner’s Engineer for the initial

10 MW data center, and expansion of the Company’s Western Canada powered land pipeline

targeting future deployments ranging from 5 MW to 50+ MW per site.

● Expanded

Bitcoin mining capacity through the acquisition of 220 Bitmain S21 Pro ASIC miners, increasing

Alberta hash rate capacity by approximately 33% from roughly 150 PH/s to more than 200 PH/s,

which increases the Company’s overall hash rate capacity to more than 300 PH/s.

● Repurchased

approximately 3.5 million shares of its common stock through its previously authorized $40

million share repurchase program.

● Expanded

Avalanche digital asset treasury to approximately 14.0 million AVAX, with over 90% actively

staked, generating an annualized yield of approximately 6%.

● Achieved

a current annualized revenue run rate of over $11.0 million, with more than $7.0 million

from AVAX staking rewards and over $4.0 million from Bitcoin mining operations, based on

the average digital asset prices during the first quarter of 2026.

Kahn

added, “Looking ahead, we are focused on advancing the technical and development milestones associated with our Alberta powered

land program, including building a broader pipeline of powered land opportunities across Western Canada. While our digital asset treasury

strategy remains an important component of the business, our primary objective is to establish a scalable infrastructure platform that

provides public market investors differentiated exposure to both the accelerating compute and growing onchain financial economy.”

Full

Year 2026 Guidance

The

Company is reiterating its previously issued guidance:

($

in Millions USD)

Current

Spot Price[1]

2025

Avg. Price[2]

2025

High Price[3]

Revenue

$

11M

- $12M

$ 24M

- $25M

$ 43M

- $44M

Change

vs. prior year period

~5x

~10x

~19x

EBITDA4

$

2M

- $3M

$ 10M

- $11M

$ 24M

- $25M

[1]

Assumes Bitcoin price of ($70,000.00) and Avalanche price of ($9.00).

[2]

Assumes Bitcoin price of ($101,877.40) and Avalanche price of ($22.43).

[3]

Assumes Bitcoin price of ($124,720.00) and Avalanche price of ($44.10).

4

The tables at the end of this press release provide a reconciliation of non-GAAP financial measures to the Company’s expected results

in accordance with GAAP. (See “Reconciliation of GAAP and non-GAAP Information” below).

Nasdaq

Listing Status

On

March 13, 2026, AVAX One received a deficiency notice from Nasdaq indicating that the Company was not in compliance with Nasdaq Listing

Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share, based on the closing bid price

of its ordinary shares for the 30 consecutive business days from January 29, 2026 through March 12, 2026. The Company requested a hearing

before the Nasdaq Hearings Panel (the “Panel”) on March 20, 2026. Following the hearing on April 21, 2026, the Panel granted

AVAX One’s request for continued listing on The Nasdaq Capital Market, provided the Company shall demonstrate compliance with the

Bid Price Rule on or before July 6, 2026. The Company intends to regain compliance through the execution of its business strategy, including

the continued buildout of its AI and HPC infrastructure platform, advancement of its Avalanche treasury and onchain yield generation

initiatives, and broader progress toward generating diversified, recurring cash flow across its operations, as well as potentially through

a reverse stock split, subject to shareholder approval at the Annual Shareholder’s Meeting to be held on May 29, 2026. AVAX One

remains committed to maintaining its Nasdaq listing and will provide updates as appropriate.

Conference

Call and Webcast Details

The

Company will conduct a conference call today, May 14, 2026, at 5:00 p.m. Eastern time to discuss its financial and operating results

for the first quarter ended March 31, 2026.

AVAX

One’s management team will host the conference call, followed by a question-and-answer session.

Date:

Thursday, May 14, 2026

Time:

5:00 p.m. ET

Toll-free

dial-in number: (877) 425-9470

International

dial-in number: (201) 389-0878

Conference

ID: 13760400

Webcast:

AVAX One’s Q1 2026 Earnings Conference Call

Participants

can also access the Company’s earnings call using the call me option here for instant telephone access to the event, which

will be active approximately 15 minutes before the scheduled start time. If you have any difficulty registering or connecting with the

conference call, please contact Elevate IR at (720) 330-2829.

The

conference call will also be available for replay on the investor relations section of the Company’s website at www.avax-one.com.

About

AVAX One Technology Ltd.

AVAX

One Technology Ltd. (NASDAQ: AVX) is a digital infrastructure company accelerating the transition to an onchain financial economy. The

Company builds power-first, modular data centers in energy-advantaged regions — leveraging behind-the-meter generation and microgrid

design to deliver reliable, cost-efficient compute capacity for AI and high-performance computing (HPC) workloads. The Company’s

powered land model eliminates grid dependency and delivers pre-energized, Tier 3-ready sites on accelerated timelines unavailable through

traditional utility-connected development. In addition, the Company continues to mine Bitcoin in Alberta and Ohio, operating at a hashrate

of approximately 300 PH/s. Alongside AVAX One’s physical infrastructure, the Company maintains a strategic Avalanche digital asset

treasury, accumulating AVAX and generating onchain yield through native staking and ecosystem participation. Together, these three pillars

give public market investors unique exposure to both the digital infrastructure layer and the onchain economy. For more information,

please visit www.avax-one.com.

Forward

Looking Statements

This

press release includes forward-looking statements within the meaning of Section 27A of the Act, and Section 21E of the Securities Exchange

Act of 1934, as amended. These forward-looking statements generally can be identified by the use of words such as “anticipate,”

“expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,”

“forecast,” “goal,” “project,” and other words of similar meaning. These forward-looking statements

address various matters including statements relating to the anticipated benefits and timing of the completion of the proposed offering

and related transactions, the intended use of proceeds from the PIPE offering, expectations regarding future capital raising activity,

the assets to be held by the Company, expectations regarding adoption of the Avalanche network, the expected future market, price and

liquidity of the digital assets the Company acquires, the macro and political conditions surrounding digital assets, the Company’s

plan for value creation and strategic advantages, market size and growth opportunities, regulatory conditions, competitive position and

the interest of other entities in similar business strategies, technological and market trends, future financial condition and performance,

the expected financial impacts of the proposed transactions described herein, and the timing of the closing of the PIPE offering. Each

forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ

materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, the proposed

transactions described herein may not be completed in a timely manner or at all; failure to realize the anticipated benefits of the transactions

and the proposed AVAX strategy; changes in business, market, financial, political and regulatory conditions; risks relating to the Company’s

operations and business, including the highly volatile nature of the price of AVAX and other cryptocurrencies; the risk that the price

of the Company’s securities may be highly correlated to the price of the digital assets that it holds; risks related to increased

competition in the industries and markets in which the Company does and will operate (including the applicable digital assets market);

risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally; risks relating

to the treatment of crypto assets for U.S. and foreign tax purposes, as well as those risks and uncertainties identified in the Company’s

filings with the SEC. The forward-looking statements in this press release speak only as of the date of this document, and the Company

undertakes no obligation to update or revise any of these statements. The statements made in this press release are not intended to be

projections of the Company’s future results nor an offer of a future securities transaction by the Company. Any offering in the

future will be made through compliance with all applicable regulations and the filing of appropriate documents with the SEC, as required

under those regulations.

Investor

Relations Contact

Sean

Mansouri, CFA or Aaron D’Souza

Elevate

IR

(720)

330-2829

AVX@elevate-ir.com

Media

Contact

Ethan

Lyle

Prospero

avax-one@prospero.agency

AVAX

ONE TECHNOLOGY LTD. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED BALANCE SHEETS (Unaudited)

(in

thousands, except share data)

March

31, 2026

December

31, 2025

(unaudited)

ASSETS

Current

Cash

and cash equivalents

$ 16,470

$ 22,135

Restricted

cash

5,430

-

Escrow

receivable

5,014

5,430

Liquid

staking tokens

7,339

-

Staking

rewards receivable

983

-

Other

receivables

15

17

Deposit

receivable

58

58

Prepaid

expenses and other current assets

3,574

5,863

Total

current assets

38,883

33,503

Non-current

Property

and equipment, net

6,257

4,246

Digital

assets, non-current

108,464

153,670

Intangible

assets, net

351

409

Intangible

asset held for sale

1,550

1,550

Goodwill

1,535

1,535

Lease

deposit, non-current

50

50

Total

assets

$ 157,090

$ 194,963

LIABILITIES

AND SHAREHOLDERS’ EQUITY

Current

Accounts

payable and accrued liabilities

$ 1,438

$ 1,278

Debentures,

net of discount

12,513

6,439

Loan

payable

212

220

Other

current liabilities

141

50

Total

liabilities

14,304

7,987

Commitments

and contingencies - See Note 15

Shareholders’

equity

Common

shares, no par value per share - unlimited shares authorized, 92,441,312 and 93,122,147 shares issued and 89,798,842 and 92,938,802

outstanding at March 31, 2026 and December 31, 2025, respectively

283,306

283,554

Treasury

shares

(3,302 )

(258 )

Additional

paid-in-capital

22,883

22,968

Subscriptions

receivable - digital assets

(18,656 )

(24,234 )

Obligation

to issue shares

44

44

Accumulated

deficit

(140,368 )

(93,977 )

Accumulated

other comprehensive loss

(1,121 )

(1,121 )

Total

shareholders’ equity

142,786

186,976

Total

liabilities and shareholders’ equity

$ 157,090

$ 194,963

AVAX

ONE TECHNOLOGY LTD. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in

thousands, except per share data)

Three

Months Ended March 31,

2026

2025

REVENUE

$ 2,511

$ 273

OPERATING

EXPENSES

Cost

of revenue, excluding depreciation

$ 1,198

$ 221

Bitcoin

operating costs

42

-

Selling,

general and administrative

2,266

1,345

Repairs

and maintenance

80

86

Share-based

compensation

253

127

Depreciation

and amortization

253

260

Loss

on disposal of operating assets

259

-

Impairment

of liquid staking tokens

1,127

-

Realized

loss on digital asset transactions

5,297

-

Unrealized

loss on market valuation of digital assets

36,302

36

Total

operating expenses

47,077

2,075

Operating

loss

(44,566 )

(1,802 )

OTHER

(EXPENSE) INCOME

Accretion

of interest on debentures

(1,818 )

(971 )

Change

in fair value of derivative liabilities

-

2,977

Foreign

exchange loss

-

(57 )

Gain

on conversion of convertible debt

-

87

Loss

on debt extinguishment

-

(115 )

Other

expense

(7 )

(7 )

Total

other (expenses) income, net

(1,825 )

1,914

Net

(loss) income from continuing operations

(46,391 )

112

Loss

from operations of discontinued operations

-

(257 )

Net

loss from discontinued operations

-

(257 )

Net

loss

$ (46,391 )

$ (145 )

Other

comprehensive loss

Foreign

currency translation

-

37

Comprehensive

loss attributable to common shareholders

$ (46,391 )

$ (108 )

Earnings

per share:

Basic

net loss per common share for continuing operations

$ (0.48 )

$ 0.61

Basic

net loss per common share for discontinued operations

$ -

$ (1.39 )

Basic

net loss per common share, total

$ (0.48 )

$ (0.78 )

Diluted

net loss per common share for continuing operations

$ (0.48 )

$ (10.17 )

Diluted

net loss per common share for discontinued operations

$ -

$ (0.40 )

Diluted

net loss per common share, total

$ (0.48 )

$ (10.57 )

Weighted

average number of common shares outstanding – basic and diluted*

Basic

97,525

185

Diluted

97,525

643

* reflects the 1:9

reverse stock split effected on July 28, 2025

Reconciliation

of GAAP and Non-GAAP Information

($

in Millions, unaudited)

Full

Year 2026 Guidance Scenarios

($

in millions)

Current

Spot Price

2025

Avg. Price

2025

High Price

Revenue

$ 11.4

$ 24.2

$ 43.3

Total

operating expenses

10.6

14.9

20.3

Operating

income

0.9

9.4

23.0

Other

expenses

0.8

0.8

0.8

Net

income from continuing operations

0.1

8.6

22.3

EBITDA

Adjustments:

Depreciation

and amortization

1.3

1.3

1.3

Accretion

of interest on debentures

0.8

0.8

0.8

EBITDA

2.2

10.7

24.3

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Indicate if registrant meets the emerging growth company criteria.

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Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

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-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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-Publisher SEC

-Name Exchange Act

-Number 240

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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-Publisher SEC

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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