M&A Transactions

NextTrip, Inc. underwent a change of control involving NextTrip Sellers (closed 2025-03-26).

“On March 26, 2025, the Company issued an aggregate of 4,393,993 Contingent Shares to the NextTrip Sellers in satisfaction of its obligations to issue Contingent Shares upon achievement of three of the four Milestone Events (set forth above) under the Exchange Agreement.”

Whitehawk Therapeutics, Inc. completed a disposition involving KAKEN INVESTMENTS INC. for $102.4 million (closed 2025-03-25).

“and Aadi Subsidiary, Inc. on December 19, 2024. In accordance with the Purchase Agreement, upon the closing of the Divestiture, Purchaser paid to the Company a cash payment of $102.4 million (following applicable purchase price adjustments under the Purchase Agreement). The foregoing description of the Divestiture and the Purchase Agreement does not purport to be”

VivoSim Labs, INC. completed a disposition involving Eli Lilly and Company for $10.0 million upfront cash payment plus potential milestone payments of up to $50.0 million (closed 2025-03-25).

“On March 25, 2025, the Company and Lilly completed the Asset Sale. The consideration for the Asset Sale consists of (i) an upfront cash payment by Lilly to the Company equal to $10.0 million, of which $9.0 million was paid at closing and the remaining $1.0 million was deposited into escrow for 15 months to satisfy any claims for indemnification during such period”

Rafael Holdings, Inc. completed an acquisition involving Cyclo Therapeutics, Inc. (closed 2025-03-25).

“On March 25, 2025, Rafael Holdings, Inc., a Delaware corporation (“Rafael”), completed the previously announced business combination transaction with Cyclo Therapeutics, Inc., a Nevada corporation (“Cyclo”) contemplated by that certain Agreement and Plan of Merger, dated as of August 21, 2024”

Birdie Win Corp underwent a change of control involving Shiyong Zhao for $0.1515 per share (closed 2025-03-24).

“the Purchaser purchased 2,640,000 shares of Common Shares, par value $0.001 per share (the “Shares”), of Birdie Win Corporation, a Nevada corporation (the “Company”). As a result, the Purchaser became an approximately 44.6% holder of the voting rights of the issued and outstanding shares of the Company, on a fully-diluted basis. The transaction was completed on March 24, 2025 (the “Closing date”). The consideration paid for each share was $0.1515.”

Coeur Mining, Inc. completed an acquisition involving SilverCrest Metals Inc. (closed 2025-02-14).

“On February 14, 2025 pursuant to the terms and conditions set forth in the Arrangement Agreement, Coeur (through the Canadian Sub) acquired all of the issued and outstanding common shares of SilverCrest”

Cyclo Therapeutics, Inc. underwent a change of control involving Rafael Holdings, Inc. (closed 2025-03-25).

“On March 25, 2025, Cyclo Therapeutics, Inc., a Nevada corporation (the "Company"), completed the previously announced strategic combination contemplated by that certain Agreement and Plan of Merger, dated as of August 21, 2024, as amended as of December 18, 2024 and February 4, 2025, by and among the Company, Rafael Holdings, Inc. ("Rafael"), Tandem Therapeutics, Inc., a wholly owned subsidiary of Rafael ("First Merger Sub"), and Tandem Therapeutics, LLC, a wholly owned subsidiary of Rafael ("Second Merger Sub", and together with First Merger Sub, "Merger Subs") (the "Merger Agreement"), pursuant to which: (i) First Merger Sub merged with and into the Company (the "First Merger"), causing First Merger Sub to cease to exist and the Company to become a wholly owned subsidiary of Rafael”

Rapid Line Inc. underwent a change of control involving Jiang Jian for $362,315 in cash (closed 2025-03-18).

“of the outstanding shares of the Company’s common stock and constitute voting control of the Company. The total consideration paid by Mr. Jian for the Acquired Shares was $362,315 in cash, the source of which was his personal funds. In conjunction with the Change-in-Control Agreements, on March 18, 2025, Wiktor Moroz resigned as Sole Director, CEO, CFO and”

Blue Owl Technology Finance Corp. completed an acquisition involving Blue Owl Technology Finance Corp. II (closed 2025-03-24).

“On March 24, 2025, Blue Owl Technology Finance Corp., a Maryland corporation (the “Company”) completed its previously announced acquisition of Blue Owl Technology Finance Corp. II, a Maryland corporation (“OTF II”), pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 12, 2024”

Endeavor Group Holdings, Inc. completed a disposition involving OB Global Holdings LLC (closed 2025-03-24).

“SD&T Asset Disposition In addition, on the Closing Date, WME IMG, LLC (“WME IMG”), an indirect controlled subsidiary of the Company, completed the previously announced disposition of OB US Parent LLC and IMG Arena US Parent, LLC to OB Global Holdings LLC, an entity affiliated with Ariel Emanuel and certain members of OpenBet management (the “SD&T Asset Disposition”), pursuant to the Transaction Agreement, dated as of November 11, 2024, by and among WME IMG, OB Global Holdings LLC, OB US Parent LLC and IMG Arena US Parent, LLC (“IMG Arena”) (the “SD&T Transaction Agreement”).”

Endeavor Group Holdings, Inc. underwent a change of control involving Silver Lake for $27.50 in cash (closed 2025-03-24).

“share of the Company’s common stock (“Common Stock”) outstanding immediately prior to the Effective Time were automatically cancelled and converted into the right to receive $27.50 in cash (the “Company Merger Consideration”), without interest and subject to applicable withholding taxes, other than with respect to the Excluded Shares, Rollover Shares and”

Blue Owl Technology Finance Corp. II completed an acquisition involving Blue Owl Technology Finance Corp. (closed 2025-03-24).

“On March 24, 2025, Blue Owl Technology Finance Corp., a Maryland corporation (“OTF”), completed its previously announced acquisition of Blue Owl Technology Finance Corp. II, a Maryland corporation (the “Company”)”

TKO Group Holdings, Inc. underwent a change of control involving Silver Lake and its affiliates (closed 2025-03-24).

“On March 24, 2025 (the “Closing Date”), Silver Lake and its affiliates completed the previously announced acquisition (the “Endeavor Acquisition”) of Endeavor Group Holdings, Inc. (“Endeavor”), the parent company of TKO Group Holdings, Inc. (the “Company”), as described in a Current Report on Form 8-K filed by Endeavor on the Closing Date.”

BARNWELL INDUSTRIES INC completed a disposition involving Denise Miyasato, Chad Arima and Eric Elred (collectively the Buyer) for $1,050,000 (closed 2025-03-14).

“with the execution and delivery of the Purchase Agreement by each of the parties thereto on March 14, 2025 (the “ Closing Date ”). The aggregate purchase price for the Shares is $1,050,000 (the “ Purchase Price ”), which was paid at Closing by the Buyer as follows: an initial aggregate cash payment of $250,000 and the delivery of a promissory note with a principal”

USA Rare Earth, Inc. underwent a change of control involving USA Rare Earth, LLC for $800,000,000 (closed 2025-03-12).

“Stock (the “ Aggregate Base Consideration ”). The Aggregate Base Consideration was calculated as (i) the number of shares of New USARE Common Stock equal to the quotient of (a) $800,000,000 divided by (b) the redemption price of $10.99687276. 3 The “ Exchange Ratio ” was equal to 0.2043578. The Exchange Ratio was calculated as the Aggregate Base Consideration”

Delek US Holdings, Inc. completed an acquisition involving Gravity Water Intermediate Holdings LLC (closed 2025-01-02).

“On January 2, 2025, Delek Logistics Partners, LP (the “Partnership”) completed the acquisition (the “Gravity Acquisition”) of 100% of the limited liability company interests in Gravity Water Intermediate Holdings LLC (“Gravity”).”

Kalaris Therapeutics, Inc. underwent a change of control involving Legacy Kalaris for 13,634,744 shares of Combined Company Common Stock (closed 2025-03-18).

“of shares of Combined Company Common Stock that AlloVir issued to Legacy Kalaris’ securityholders (including all holders of outstanding convertible notes) at the Closing is 13,634,744, resulting in approximately 18,702,413 shares of Combined Company Common Stock, being issued and outstanding immediately following the Effective Time. This number reflects, as of”

CitroTech Inc. underwent a change of control involving Theodore Ralston (closed 2025-03-12).

“Effective March 12, 2025, Joshua Ralston transferred 10,000,000 shares of the Series A Preferred Stock of General Enterprise Ventures, Inc. (the “Corporation”) to Theodore Ralston.”

ALKAMI TECHNOLOGY, INC. completed an acquisition involving Fin Technologies, Inc. dba MANTL for approximately $380 million in cash (closed 2025-03-17).

“of channels for many deposit account types. The aggregate consideration paid in exchange for all of the outstanding equity interests of MANTL at closing was approximately $380 million in cash, as well as restricted stock units issued to continuing MANTL employees with a previously reported estimated value of $13 million as replacement for unvested compensatory”

ICC Holdings, Inc. underwent a change of control involving Mutual Capital Holdings, Inc. for $23.50 in cash (closed 2025-03-13).

“of ICCH (“ICCH Common Stock”) issued and outstanding immediately prior to the Effective Time, other than certain shares held by ICCH, was converted into the right to receive $23.50 in cash (the “Merger Consideration”). Upon the terms and subject to the conditions set forth in the MergerAgreement, at the Effective Time, each restricted stock unit of ICCH that”

Summit Midstream Corp completed an acquisition involving Fundare Resources Company HoldCo, LLC for $90,000,000 (closed 2025-03-10).

“equity interests of Moonrise Midstream, LLC, a Delaware limited liability company (the “Acquired Company”), from the Seller, in exchange for aggregate consideration equal to $90,000,000, which consideration consisted of (i) $70,000,000 in cash consideration, subject to certain customary purchase price adjustments set forth in the Purchase Agreement, and (ii)”

ZW Data Action Technologies Inc. completed an acquisition involving Vickie Chan (closed 2025-03-07).

“On March 7, 2025, ChinaNet Investment Holding Limited (the "Purchaser"), a British Virgin Islands company and an indirect wholly-owned subsidiary of ZW Data Action Technologies Inc. (the "Registrant") acquired the 10,000 shares of Rahula Digital Media (HK) Limited, a Hong Kong company (the "Rahula") that Vickie Chan, an individual (the "Seller") owned”

DallasNews Corp completed a disposition involving Plano Estates, LLC for $43,500,000 in cash (closed 2025-03-11).

“liability company (as succeeded by Plano Estates, LLC, a Texas limited liability company, the “Purchaser”). The North Plant Property was sold for an aggregate purchase price of $43,500,000 in cash, of which $600,000 (the “Escrow Funds”) was deposited with an escrow agent at closing, as contemplated by the Sale Agreement. If environmental testing of the North Plant”

Spirit Aviation Holdings, Inc. underwent a change of control involving Spirit Airlines, Inc. (former parent) and its creditors for Emergence from Chapter 11; conversion of Former Spirit into a wholly owned LLC subsidiary of newly formed Spirit Aviation Holdings, Inc.; cancellation of existi (closed 2025-03-12).

“On March 12, 2025 (the "Effective Date"), the Debtors satisfied the remaining conditions precedent to consummation of the Plan as set forth in the Plan, the Plan became effective in accordance with its terms and the Debtors emerged from chapter 11. In connection with the satisfaction of the conditions to effectiveness as set forth in the Confirmation Order and in the Plan, Former Spirit completed a corporate reorganization (the "Corporate Reorganization") pursuant to which Spirit Aviation Holdings, Inc., a Delaware corporation ("Spirit" or the "Company") became the new parent company of the Debtors, with Former Spirit becoming a wholly owned subsidiary of Spirit and converted from a Delaware corporation to a Delaware limited liability company.”

IDEANOMICS, INC. completed a disposition involving Tillou Management and Consulting LLC (closed 2025-03-07).

“On March 7, 2025, Sellers consummated the transactions contemplated by the APA, thereby completing the disposition of substantially all of the Debtors' assets.”

NABORS INDUSTRIES LTD completed an acquisition involving Parker Drilling Company for up to 4,800,000 Nabors common shares and a cash payment of $562,000 (closed 2025-03-11).

“immediately prior to the Effective Time was converted into the right to receive (without interest) a pro rata share of the merger consideration, which consisted of up to 4,800,000 Nabors common shares, par value $0.05 per share (“ Nabors Common Shares ”) and a cash payment of $562,000. The issuance of Nabors Common Shares in connection with the Merger was”

Aspen Technology, Inc. underwent a change of control involving Emerson Electric Co. for $265.00 per share (closed 2025-03-12).

“a cash tender offer (the “ Offer ”) to purchase all of the outstanding shares of common stock of the Company, par value $0.0001 per share (the “ Shares ”), at a price of $265.00 per share (the “ Offer Price ”), net to the seller in cash, without interest, and subject to any withholding of taxes, upon the terms and subject to the conditions set forth in”

GROOVY COMPANY, INC. underwent a change of control involving Pineapple Express Cannabis Company (closed 2025-03-05).

“On March 5, 2025, Pineapple Express Cannabis Company, a Nevada corporation (the “Company”), completed the acquisition of a controlling interest in GROOVY Company, Inc. f/k/a Santo Mining Corp., a Wyoming corporation (“GROOVY”), pursuant to the Share Exchange Agreement (the “Agreement”) previously disclosed in Item 1.01 of this Current Report on Form 8-K.”

Premier Air Charter Holdings Inc. underwent a change of control involving Premier Air Charter, Inc. (closed 2025-03-11).

“On March 11, 2025, the Merger closed whereby Merger Sub merged with and into Premier with Merger Sub ceasing to exist, Premier becoming a wholly owned subsidiary of the Company and the Company issuing TIPP 237,871,049 shares of common stock.”

PINEAPPLE EXPRESS CANNABIS Co completed an acquisition involving GROOVY Company, Inc. f/k/a Santo Mining Corp. for 5,000,000 shares of its common stock for 350,000,000 shares of Series A Preferred shares of GROOVY (closed 2025-03-05).

“Exchange Agreement (the "Agreement") with GROOVY Company, Inc. f/k/a Santo Mining Corp., a Wyoming corporation ("GROOVY"). Pursuant to the Agreement, the Company will exchange 5,000,000 shares of its common stock for 350,000,000 shares of Series A Preferred shares of GROOVY. Following the closing of the transaction, the Company will own over fifty-one percent”

Vitesse Energy, Inc. completed an acquisition involving Lucero Energy Corp. for 0.01239 of a share of common stock, par value $0.01 per share, of Vitesse (closed 2025-03-07).

“nnounced transaction with Lucero Energy Corp., a corporation existing under the laws of the Province of Alberta, Canada (“Lucero”),”

RenX Enterprises Corp. completed a disposition involving Properties by Milk & Honey LLC for $700,415.24 (closed 2025-03-07).

“(the “Interest”) in Sugar Phase I LLC, a joint venture (the “JV”) established under a Joint Venture Agreement with Milk & Honey, dated July 23, 2024, for a purchase price of $700,415.24, reflecting amounts contributed and costs incurred by the Company in connection with the Sugar Phase I project, to be evidenced by a one-year promissory note (the “Note”) in the”

Anika Therapeutics, Inc. completed a disposition involving Medacta Americas Manufacturing, Inc. for $4,500,000 in cash (closed 2025-03-07).

“Agreement”), by and among the Company, Parcus and Buyer (the “Transaction”). As consideration for the Transaction, at closing, the Buyer delivered to the Company a payment of $4,500,000 in cash. Pursuant to the Purchase Agreement, the aggregate consideration is subject to customary post-closing adjustments. --- EX-99.1 (PRESS RELEASE) --- EX-99.1 2 exh_991.htm”

AMAZE HOLDINGS, INC. completed an acquisition involving Amaze Software, Inc. for 750,000 shares of Fresh Vine’s Series D Convertible Preferred Stock, par value $0.001 per share, plus warrants to purchase an aggregate of 8,750,000 shares of F (closed 2025-03-07).

“holly owned subsidiary of Fresh Vine (“Merger Sub”), Amaze Software, Inc., a Delaware corporation (“Amaze”), the stockholders of Amaze listed on Schedule I thereto (each, a “Holder” and together the “Holders”), and Aaron”

SSHT S&T Group Ltd. underwent a change of control involving Jun Wang and Jianguo Geng for $0.005 per share (closed 2025-03-04).

“the Company, Jun Wang, and the CEO of the Company Jianguo Geng. The transaction was completed on March 04, 2025 (the “Closing date”). The consideration paid for each share was $0.005. 1 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,”

EQUUS TOTAL RETURN, INC. completed a disposition involving North American Energy Opportunities Corp. for $1.25 million in cash and 27,500 shares of preferred stock, redeemable within 6 months of the date of issuance at $100.00 per share (closed 2025-03-04).

“in Equus Energy, LLC to North American Energy Opportunities Corp., a developer of upstream oil and gas assets (“NAEOC”). The consideration provided by NAEOC consisted of $1.25 million in cash and 27,500 shares of preferred stock, redeemable within 6 months of the date of issuance at $100.00 per share based upon fulfillment of certain conditions. The Fund”

PDF SOLUTIONS INC completed an acquisition involving Telit IOT Solutions Inc. for $130,000,000 (closed 2025-03-07).

“On March 7, 2025, the Company completed the acquisition of the Business from the Seller pursuant to the Purchase Agreement for a cash purchase price of $130,000,000, subject to customary adjustments in respect of indebtedness, transaction expenses, cash and working capital of the Business, in each case, in accordance with the terms of the Purchase Agreement.”

BRC Group Holdings, Inc. completed a disposition involving Atlantic Coast Recycling Holdings, Inc. for approximately $102.5 million (closed 2025-03-03).

“by the MIPA (the “ ReVal Transaction ”) occurred on March 3, 2025. At the Closing, the Member sold the Interests to the Purchaser for a purchase price of approximately $102.5 million, subject to certain adjustments and a holdback amount pending receipt of a certain third party consent, resulting in cash proceeds of $68.6 million to the Company after”

Eton Pharmaceuticals, Inc. completed an acquisition involving Ipsen S.A. (closed 2024-12-19).

“on December 19, 2024, Eton Pharmaceuticals, Inc. (the "Company") completed its purchase (the "Acquisition") of the Increlex product from Ipsen S.A. ("Ipsen").”

PaxMedica, Inc. underwent a change of control involving Pax Rescue Vehicle, LLC for $10,000 plus legal fees incurred by the Company (closed 2025-03-03).

“Delaware General Corporation Law (the “DGCL”). The issuance of the Common Stock to PRV represents a change-in-control of the Company. The purchase price for the Common Stock was $10,000 plus legal fees incurred by the Company in connection with this transaction. The Board determined that, as the Company is in the zone of insolvency and its market capitalization”

Orgenesis Inc. completed an acquisition involving Neurocords, LLC. for 1,200,000 (one million and two hundred thousand) shares of common stock of Orgenesis.

“Asset Purchase Agreement, in consideration for the purchase of the Assets, the Company will issue to Neurocords or any other person or entity designated in writing by Neurocords 1,200,000 (one million and two hundred thousand) shares of common stock of Orgenesis, free and clear of any trading restrictions after the initial 6-month restricted period, or any other”

Gold.com, Inc. completed an acquisition involving Spectrum Group International, Inc. for $44,699,970, and 660 shares of common stock of the Company, for an aggregate of 1,671,661 shares (closed 2025-02-28).

“is made for its terms. Pursuant to the terms of the Merger Agreement, each share of SGI common stock was converted into the right to receive $17,648.31 in cash, for a total of $44,699,970, and 660 shares of common stock of the Company, for an aggregate of 1,671,661 shares. Also pursuant to the terms of the Merger Agreement, an aggregate of 66,876 shares of common”

Arcadium Lithium plc underwent a change of control involving Rio Tinto Western Holdings Limited and Rio Tinto BM Subsidiary Limited for $5.85 per Company Share (closed 2025-03-06).

“composed entirely of cash, and, as a result, the Conversion Obligation (as defined in the Indenture) has been calculated based on an amount in cash, without interest, equal to $5.85 (the “ Per Share Consideration ”) per Company Share (as defined below), which is, from, and including, March 6, 2025, the effective date of the Transaction, up to, and ending at”

ACCESS Newswire Inc. completed a disposition involving Equiniti Trust Company, LLC for $12,500,000 in cash (closed 2025-02-28).

“includes certain accounts payable, accrued liabilities and deferred revenue. The transaction also closed on February 28, 2025. The purchase price for the Purchased Assets is $12,500,000 in cash, subject to adjustment as set forth in the Purchase Agreement, with $12,000,000 of the purchase price being paid to the Sellers at closing and $500,000 being retained by”

GENESIS ENERGY LP completed a disposition involving Ciner Enterprises Inc. and WE Soda US LLC for $1.425 billion in cash (closed 2025-02-28).

“pursuant to which Genesis sold, on February 28, 2025, all of its trona and trona-based exploring, mining, processing, producing, marketing, logistics and selling business through Seller’s disposition of 100% of the equity interests in Alkali Holdings to Purchaser for $1.425 billion in cash”

SPRUCE POWER HOLDING CORP completed an acquisition involving NJR Clean Energy Ventures II Corporation for approximately $1.0 million (closed 2025-02-28).

“On February 28, 2025, the Company acquired 42 additional solar energy systems from CEV, pursuant to the APA, for approximately $1.0 million in cash, subject to the terms and conditions set forth therein.”

GPGI, Inc. completed a disposition involving Resolute Holdings Management, Inc. (closed 2025-02-28).

“On February 28, 2025 (the “Distribution Date”) at 12:01 a.m. New York City time, CompoSecure, Inc. (“CompoSecure,” the “Company,” “we,” “us” or “our”) completed the previously announced separation (the “Spin-Off”) of Resolute Holdings Management, Inc. (“Resolute Holdings”) from the Company.”

MIAMI BREEZE CAR CARE INC underwent a change of control involving Harald Gietmann for forty thousand dollars ($40,000.00) (closed 2024-10-29).

“Stock and 6,000,000 shares of common stock, and Harald Gietmann). The amount of the consideration in purchasing the Series A Preferred Stock was forty thousand dollars ($40,000.00). SIGNATURE 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 hereunto”

MIAMI BREEZE CAR CARE INC completed an acquisition involving shareholders of Gin City Group, Inc. for 20,730,050 shares of the Company’s common stock (closed 2025-02-28).

“of the Company’s common stock, par value $0.0001 per share, for each one (1) share of Gin City Group, Inc. held as of the record date of February 19, 2025, for a total of exactly 20,730,050 shares of the Company’s common stock to be issued to those shareholders of Gin City Group, Inc. As GH Bill, Inc. and Harald Gietmann have an interest in both the Company and Gin”

STAR EQUITY HOLDINGS, INC. completed an acquisition involving Alliance Drilling Tools, LLC for aggregate consideration of (i) $4,900,000 (the "Cash Consideration") and (ii) issue 775,000.00 shares (the "Stock Consideration") of the Company’s 10% Series A (closed 2025-03-03).

“Company shall become a wholly owned subsidiary of the Company. In connection with the closing of the transaction, the Company will pay the Sellers aggregate consideration of (i) $4,900,000 (the “Cash Consideration”) and (ii) issue 775,000.00 shares (the “Stock Consideration”) of the Company’s 10% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per”