v3.26.1
Subsequent Events
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
Subsequent Events
Note 20: Subsequent Events
The Company has evaluated subsequent events through August 19, 2026, as detailed below.
Series B Preferred Stock
On July 9, 2026, the Company issued 146 shares of Series B Preferred Stock as payment in kind for accrued dividends. On July 9, 2026, 600 shares of Series B Preferred Stock was issued from the exercise of warrants. From June 30, 2026 through the date of this filing, 896 shares of Series B Preferred Stock were converted into 1,161,379 shares of Common Stock at a conversion price of $0.8255 per share.
Company Symbol Changed to “CIRC”
The Company’s Common Stock will continue to be quoted on the Nasdaq Stock Market (“Nasdaq”) and began trading under the new name and ticker symbol “CIRC” on July 2, 2026. There was no change to the Company’s CUSIP in connection with the change.
Employers Personnel, LCC
On July 9, 2026, the Company issued 1,298,444 shares in satisfaction of the February 3, 2026 PEO warrant as the Company had previously issued a portion of the remaining Repayment Amount pursuant to the same Warrant due to calculation formula.
On August 5, 2026, Employers Personnel, LLC ("EP"), the Company's professional employer organization ("PEO") provider for Lyneer, delivered a notice alleging that Lyneer was in material default under the parties' Professional Employee Services Agreement. EP claimed the outstanding balance owed totaled approximately $37 million in unpaid payroll funding advances, payroll taxes, and workers' compensation premiums.
Despite the alleged default, EP continued to provide payroll funding and maintain workers' compensation coverage for Lyneer's employees while the parties negotiated a resolution.
On August 7, 2026, EP withdrew the notice of default after the parties entered into a term sheet (“Term Sheet”). As of the filing date, EP continues to provide payroll funding and workers' compensation coverage under the Professional Employee Services Agreement. While the notice of default was withdrawn, the agreement contains provisions that permit EP to terminate, suspend, modify or condition continued services or workers’ compensation coverage.
On August 7, 2026, the Company and the PEO signed a nonbinding Term Sheet intended to pay $20 million in debt owed by Lyneer through issuance of CIRC shares.
Factoring Agreements and Other Short-Term Debt
On August 6, 2026, the lender of the domestic factoring agreements and other short-term debt notified the Company that they were in default under the agreements dated January 23, 2026, April 29, 2026 and April 30, 2026. At a minimum, it was requested to bring all outstanding balances current by end of day, Monday, August 10, 2026, or the lender would be forced to take legal action. The Company did not make any further payments. The Company is in discussions with the lender to settle the matter.
SPP Credit Advisors, LLC (“SPP”) Settlement
On August 7, 2026, the Company and SPP entered into a settlement agreement resolving all outstanding litigation between the parties, releasing, cancelling, and discharging the Company’s $35 million Merger Note due March 2027 and substantially restructuring the Company’s remaining legacy financing arrangements with SPP. The settlement agreement cures purported defaults under the Company's obligations to SPP, restores the remaining indebtedness to its contractual non-default interest rate, eliminates default interest and establishes an orderly framework for settling the remaining indebtedness. Main settlement highlights are as follows:
Release, cancellation and discharge of the Company's $35 million Merger Note due March 2027, eliminating all associated future payments and stock conversion rights, including potential equity dilution.
Resolution of all outstanding litigation between the parties and existing defaults, including dismissal of the Delaware and New York litigation and mutual releases among the parties.
Capital structure protection through irrevocable share retirement rights. As part of the transaction, SPP will grant the Company an irrevocable option to purchase all approximately 21.9 million existing shares currently held by SPP for $0.00001 per share, providing the Company with the unconditional right to retire those shares. Simultaneously, the Company will issue approximately 21.9 million newly issued registered shares to SPP (“New Shares”). The New Shares were issued to SPP on August 13, 2026.
Immediate relinquishment of shareholder rights. Effective upon closing, SPP will irrevocably relinquish all voting, dividend and other shareholder rights associated with the existing shares pending their retirement.
Elimination of default interest and restoration of the remaining indebtedness to a 5.0% non-default interest rate.
Approximately 18-month orderly share disposition framework designed to facilitate repayment obligations while supporting an orderly market for the Company's common stock. Proceeds to SPP from the sale of New Shares will reduce indebtedness owed under the SPP Settlement, which is $62.5 million. Of this amount, $56.9 million relates to the SPP term note which is jointly-and-severally liable with IDC. The Debt Allocation Agreement between the Company and IDC remains valid and legally enforceable, such that the Company can take legal against IDC if SPP proceeds from the sale of New Shares does not cover the obligation. In that instance, the residual shortfall owed to SPP would convert into a 13 month term note.
The Company accounted for amounts owed under the SPP Settlement as a Type I subsequent event, and recognized a $60.4 million non-cash loss in the quarter ended June 30, 2026. The Company will account for the issuance of New Shares to SPP in the third quarter of 2026, the period when the shares were issued.
NASDAQ Notice
On August 13, 2026, the Company received a deficiency letter from the Nasdaq Listing Qualifications Department (the “Staff”) of NASDAQ notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s common stock has been below the minimum $1.00 per share required for continued listing on The NASDAQ Global Select Market pursuant to NASDAQ Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”). The NASDAQ deficiency letter has no immediate effect on the listing of the Company’s common stock, and its common stock will continue to trade on The NASDAQ Global Market under the symbol “CIRC” at this time.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been given 180 calendar days, or until February 9, 2027, to regain compliance with the Minimum Bid Price Requirement. If at any time before February 9, 2027, the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, the Staff will provide written confirmation that the Company has achieved compliance.