M&A Transactions

GEE Group Inc. completed an acquisition involving Hornet Staffing, Inc. for $1,500,000 consisting of (i) a $1,100,000 cash payment, and (ii) the issuance to the Shareholders of subordinated and unsecured promissory notes totaling an agg (closed 2025-01-03).

“(the “Purchased Shares”). The Purchased Shares represent 100% of the ownership interest in Hornet. The total consideration paid to the Shareholders for the Purchased Shares was $1,500,000 consisting of (i) a $1,100,000 cash payment, and (ii) the issuance to the Shareholders of subordinated and unsecured promissory notes (the "Promissory Notes") totaling an”

Quanterix Corp completed an acquisition involving Emission Inc. for $10 million, with an additional $10 million payable upon completion of certain technical milestones (closed 2025-01-08).

“the terms of the Purchase Agreement, the Company purchased from the Shareholders all of the issued and outstanding shares of capital stock of Emission for an upfront payment of $10 million, with an additional $10 million payable upon completion of certain technical milestones. Additionally, the Shareholders may receive up to an additional $50 million in earnout”

Poseida Therapeutics, Inc. underwent a change of control involving Roche Holdings, Inc. and Blue Giant Acquisition Corp. for $9.00 per Share plus one contingent value right per Share (closed 2025-01-08).

“(“ Parent ”) and Blue Giant Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Sub ”). Pursuant to the Merger Agreement, on December 9, 2024, Merger Sub commenced a tender offer to acquire all of the issued and outstanding shares (the “ Shares ”) of common stock, par value $0.0001 per share (the “ Company Common”

ScanTech AI Systems Inc. underwent a change of control involving Mars Acquisition Corp. (closed 2025-01-02).

“At the closing of the Business Combination, which occurred on January 2, 2025 (“ Closing ”), Purchaser Merger Sub merged with and into Mars, with Mars continuing as the surviving entity (“ Purchaser Merger ”),”

New Mountain Net Lease Trust completed an acquisition involving New Mountain Net Lease Partners Corporation (Existing REIT) and NM Fund I (closed 2025-01-02).

“As previously disclosed, on January 2, 2025, the Company completed the acquisition of the Seed Portfolio.”

Awaysis Capital, Inc. completed an acquisition involving Chial Mountain ltd for $5,500,000 (closed 2024-12-31).

“brought against Chial Mountain related to a lease that was not disclosed prior to the closing of the Transaction. The aggregate estimated purchase price for the Transaction is $5,500,000, subject to potential adjustments, consisting of: (i) $2,400,000 in cash; (ii) a $1,500,000 secured promissory note, dated December 21, 2024, between the Company and Michael Singh”

JBT MAREL Corp completed an acquisition involving Marel hf. for approximately EUR 926.6 million in cash and 19,486,483 shares of JBT Marel (closed 2025-01-02).

“John Bean Technologies Corporation), a Delaware corporation (the “Company” or “JBT Marel”), completed its previously announced voluntary takeover offer (the “Offer”) to acquire all issued and outstanding shares (other than treasury shares) (“Marel Shares”) of Marel hf., a public limited liability company incorporated under the laws of Iceland (“Marel”).”

Fyntechnical Innovations Inc completed an acquisition involving Bateau Asset Management Pty, Ltd for 14,000,000 shares of Series C Preferred Stock and $2,000,000 in convertible promissory notes (closed 2025-01-07).

“follows an absolute-return investment philosophy and a multi-manager approach to investing. On January 7, 2025, per the terms of the Acquisition Agreement, the Company issued 14,000,000 shares of the Company’s Series C Preferred Stock to Bateau, and two convertible promissory notes in the principal amount of $1,000,000 (the “Notes”), carrying 5% interest. The”

Cepton, Inc. completed an acquisition involving Cepton, Inc. for $3.17 in cash (closed 2025-01-07).

“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): January 7, 2025 CEPTON, INC. (Exact name of registrant as specified in its charter) Delaware 001-39959 27-2447291 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 399 West Trimble Road San Jose , CA 95131 (Address of principal executive offices, including”

Cepton, Inc. underwent a change of control involving KOITO MANUFACTURING CO., LTD. for $3.17 in cash (closed 2025-01-07).

“r the “ Company ”), KOITO MANUFACTURING CO., LTD., a corporation organized under the laws of Japan (“ Parent ”),”

Datavault AI Inc. completed an acquisition involving Data Vault Holdings Inc. for $10,000,000 paid in the form of a promissory note, 40,000,000 shares of restricted common stock, and assumption of transferred liabilities (closed 2024-12-31).

“14, 2024, and as further amended from time to time (the “Asset Purchase Agreement”), the Company acquired the Acquired Assets for an aggregate purchase price consisting of (i) $10,000,000 paid in the form of a promissory note issued by the Company to Data Vault (the “Promissory Note”), (ii) 40,000,000 shares (the “Closing Stock Consideration”) of validly issued,”

Porch Group, Inc. completed a disposition involving Porch Insurance Reciprocal Exchange for approximately $105 million, less $58 million (closed 2025-01-01).

“all of the issued and outstanding shares of common stock of HOAIC to the Reciprocal for a purchase price equal to HOAIC’s estimated surplus at December 31, 2024 of approximately $105 million, less $58 million, which is the $49 million principal plus $9 million unpaid interest under a surplus note issued by HOAIC to the Company in 2023 (the “Purchase Price”). The SPA”

La Rosa Holdings Corp. completed an acquisition involving Baxpi Holdings LLC, La Rosa Realty Beaches LLC and the selling member for $1,136,177.34 (closed 2024-12-31).

“the Company, Baxpi, Beaches and the selling member of (the “ Selling Member ”) of Baxpi and Beaches (the “ Transaction ”). The purchase price for the Membership Interests was $1,136,177.34 consisting of (i) a cash payment of $100,000 (the “ Cash Payment ”), and (ii) $1,036,177.34 in unregistered shares of common stock of the Company, which was settled by the”

LUDWIG ENTERPRISES, INC. completed a disposition involving Marijuana, Inc. for $500,000, payable by Purchaser by delivery of (a) 47,000,000 shares of Purchaser common stock and (b) a $100,000 principal amount promissory note (closed 2025-01-01).

“100% ownership of a subsidiary of the Company, Exousia Ai, Inc., a Wyoming corporation ( “Exousia” ). The purchase price under the Exousia SPA for 100% ownership of Exousia is $500,000, payable by Purchaser by delivery of (a) 47,000,000 shares of Purchaser common stock (the “Purchaser Shares” ) and (b) a $100,000 principal amount promissory note (the “Purchaser”

Rain Enhancement Technologies Holdco, Inc. underwent a change of control involving Coliseum Acquisition Corp for Coliseum shareholders received one share of Holdco Class A Common Stock per Coliseum Class A ordinary share; RET shareholders received approximately 1,434 share (closed 2024-12-31).

“ecember 31, 2024 (the “ Closing Date ”), Coliseum Acquisition Corp, a Cayman Islands exempted company (“ Coliseum ”), Rain Enhancement Technologies, Inc., a Massachusetts corporation (“ RET ”), Rain Enhancement Technologies Holdco,”

EASTMAN KODAK CO completed a disposition involving four other investors for effective gross purchase price proceeds of $61.7 million (closed 2024-12-31).

“Also on December 31, 2024, pursuant to the Other Agreements the Trust sold to four other investors (together with the Mastercard Closing, the "Closings") KRIP Illiquid Assets having an aggregate net asset value as of the Reference Date of $87.3 million and received effective gross purchase price proceeds of $61.7 million, all of which proceeds have been received except for $9.0 million of cash proceeds which are payable on a deferred basis on December 31, 2025.”

EASTMAN KODAK CO completed a disposition involving Mastercard Foundation for effective gross purchase price proceeds of $540.6 million (closed 2024-12-31).

““Mastercard Closing”) KRIP Illiquid Assets having an aggregate net asset value as of the Reference Date of $752.8 million and received effective gross purchase price proceeds of $540.6 million, all of which have been received. All KRIP Illiquid Assets contemplated to be sold pursuant to the Agreement were sold and transferred at the Mastercard Closing (the reduction”

Pursuit Attractions & Hospitality, Inc. completed a disposition involving TL Voltron Purchaser, LLC for $535 million, consisting of a base purchase price of $510 million, subject to customary adjustments for cash, indebtedness, working capital and transaction expe (closed 2024-12-31).

“On December 31, 2024 (the “Closing Date”), the Company completed the previously announced sale of its GES business (“GES”) to TL Voltron Purchaser, LLC, a Delaware limited liability company (“Buyer”), pursuant to the Equity Purchase Agreement (the “Purchase Agreement”), dated as of October 20, 2024 (such transaction, the “Transaction”). Pursuant to the Purchase Agreement, Buyer acquired GES for aggregate consideration of $535 million, consisting of a base purchase price of $510 million, subject to customary adjustments for cash, indebtedness, working capital and transaction expenses, each as set forth in the Purchase Agreement, and a deferred purchase price of $25 million payable by Buyer to the Company one year after the Closing Date.”

FreightCar America, Inc. completed a disposition involving OC III LFE II LP, an affiliate of PIMCO for $113,274,739 (closed 2024-12-31).

“Redemption of Series C Preferred Stock On December 31, 2024, the Company redeemed all outstanding shares of its preferred stock designated as Series C Preferred Stock from OC III LFE II LP, an affiliate of PIMCO, using the proceeds from the Term Loan Agreement.”

Pangaea Logistics Solutions Ltd. completed an acquisition involving Strategic Shipping Inc. (SSI) for $271 million at the closing, inclusive of $100 million of vessel related financing agreements assumed by Pangaea, resulting in a net asset value of $171 million (closed 2024-12-30).

“outstanding common stock immediately following the consummation of the Transaction, in exchange for the fifteen handy-size vessels. SSI’s vessels were valued at approximately $271 million at the closing, inclusive of $100 million of vessel related financing agreements assumed by Pangaea, resulting in a net asset value of $171 million. MANAGEMENT COMMENTARY “We are”

Strawberry Fields REIT, Inc. completed an acquisition involving Bonner Springs Realco, LLC, Clearwater SNF Realco, LLC, Clearwater AL Realco, LLC, Fountainview Realco, LLC, Legacy on 10th Realco, LLC, 1600 South Woodlawn Realty, LLC for $24,000,000 (closed 2025-01-02).

“The purchase price for the Facilities was $24,000,000 and the Company closed on the acquisition on January 2, 2025 utilizing its working capital.”

RYTHM, Inc. completed a disposition involving CP Acquisitions, LLC for assumption by CP of (i) all of the Company's obligations pursuant secured indebtedness currently held by CP with an aggregate amount of principal and accrued in (closed 2024-12-31).

“The sale of the Cultivation Business occurred following signing on December 31, 2024. The aggregate consideration received by the Company for the sale of the Cultivation Business consisted of the assumption by CP of (i) all of the Company's obligations pursuant secured indebtedness currently held by CP with an aggregate amount of principal and accrued interest of approximately $7 million, and (ii) certain other liabilities relating to the Cultivation Business.”

NU SKIN ENTERPRISES, INC. completed a disposition involving Clout.io Holdings, Inc. for $230 million in cash, subject to certain adjustments (closed 2025-01-02).

“limited liability company (“ Mavely ”), pursuant to which, among other things, Purchaser purchased all of Seller’s equity in Mavely for total consideration consisting of $230 million in cash, subject to certain adjustments as set forth in the Purchase Agreement, including post-closing determination of net working capital and other elements of the purchase”

PROFIRE ENERGY INC underwent a change of control involving CECO Environmental Corp. (Parent) and Combustion Merger Sub, Inc. (Purchaser) for $2.55 per Share (closed 2025-01-02).

“Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “ Shares ”), other than any Cancelled Shares (as defined below), at a purchase price of $2.55 per Share (the “ Offer Price ”), net to the seller thereof in cash, without interest, and subject to any required withholding tax. The Offer expired at one minute after 11:59 p.m.”

Manitex International, Inc. underwent a change of control involving Tadano Ltd. for $5.80 per share (closed 2025-01-02).

“of Common Stock owned by Tadano, Merger Sub or the Company or their respective subsidiaries (“Excluded Shares”), was converted into the right to receive cash in the amount of $5.80 per share, without interest, less any required withholding taxes (the “Merger Consideration”). Each Excluded Share owned by Tadano or any subsidiary thereof remained outstanding”

Delek Logistics Partners, LP completed an acquisition involving Gravity Water Holdings LLC for $285 million (closed 2025-01-02).

“Agreement”). The acquisition of the Purchased Interests contemplated by the Purchase Agreement closed on January 2, 2025. The purchase price for the Purchased Interests was $285 million, subject to customary closing adjustments, which was paid in a combination of $209,299,177.75 in cash and 2,175,209 common units representing equity interests of the Partnership.”

Gritstone bio, Inc. completed a disposition involving Seattle Project Corp. for $21,250,000 in cash (closed 2024-12-30).

“property assets generally known as “Binder IP,” and certain other specifically identified excluded assets) (the “ Company Assets ,” and such sale, the “ Asset Sale ”) for $21,250,000 in cash at the closing of the Asset Sale. On December 30, 2024, the Company and the Bidders closed the Asset Sale contemplated by the APA, thereby completing the disposition of”

Bioventus Inc. completed a disposition involving Rehab Acquisition Corporation, III (now known as Bioness Medical, Inc.) for $25.0 million (closed 2024-12-31).

“On December 31, 2024 , the Transaction closed (the “Closing”) and the Sellers received a cash payment of $25.0 million subject to customary post-closing adjustments for working capital.”

Eton Pharmaceuticals, Inc. completed an acquisition involving Teva Pharmaceuticals USA, Inc. for $7.0 million at closing (closed 2024-12-31).

“product to the third party and the third party is responsible for all commercialization activities. Under the terms of the purchase agreement, the Company purchased Galzin® for $7.0 million at closing and paid an additional $0.2 million for product inventory. The Company will also pay Teva a royalty of 10% of U.S. net sales through the tenth anniversary of the”

NEXTNRG, INC. completed an acquisition involving Shell Retail and Convenience Operations LLC d/b/a Shell TapUp and d/b/a Instafuel for $4,840,121.61 and six (6) atmospheric storage tanks for $80,000 (closed 2024-12-27).

“Bill of Sale (the “Agreement”) in closing the matters previously set forth in the LOU. Pursuant to the Agreement, the Company purchased from Shell seventy-three (73) trucks for $4,840,121.61 and six (6) atmospheric storage tanks for $80,000. In connection with the signing of the LOU, the Company previously paid the aforementioned seven percent (7%) non-refundable”

Revelyst, Inc. underwent a change of control involving Olibre LLC (SVP Parent) / Strategic Value Partners, LLC for $1,125,000,000 plus Cash Adjustment Amount plus Aggregate Option Exercise Price; Merger Consideration equal to $20.12 per share of Revelyst Common Stock (closed 2025-01-03).

“Common Stock held by Revelyst, its subsidiaries or SVP Parent) was converted into the right to receive an amount (the “ Merger Consideration ”) equal to (a) the sum of (x) $1,125,000,000 plus (y) the Cash Adjustment Amount (as defined in the Merger Agreement) plus (z) the Aggregate Option Exercise Price (as defined in the Merger Agreement) divided by (b) the sum”

CECO ENVIRONMENTAL CORP completed an acquisition involving Profire Energy, Inc. for $118.3 million (closed 2025-01-03).

“stock unit awards following the consummation of the Merger. The aggregate consideration paid by Purchaser in respect of the Shares in the Offer and the Merger was approximately $118.3 million. The aggregate consideration to be paid by Purchaser for all cancelled PFIE restricted stock unit awards is approximately $4.5 million. The Company provided Purchaser with the”

VBI Vaccines Inc/BC underwent a change of control involving K2 VBI Equity Trust, LLC for all previously issued and outstanding common shares of the Company have been redeemed and cancelled without consideration; new shares issued to Purchaser in con (closed 2025-01-03).

“On January 3, 2025, the Company completed the transactions (collectively, the”

VERU INC. completed a disposition involving Clear Future, Inc. for $18.0 million in cash, subject to customary working capital adjustment (closed 2024-12-30).

“relating to the FC2 business that are specified in the Purchase Agreement. The transaction closed on December 30, 2024. The purchase price for the FC2 Business Sale is $18.0 million in cash, subject to adjustment as set forth in the Purchase Agreement. The adjustments to the purchase price in the Purchase Agreement include a customary working capital”

Cencora, Inc. completed an acquisition involving Webster Equity Partners (seller) / Retina Midco, Inc. ("Retina Consultants of America" or "RCA") for $4.4 billion (closed 2025-01-02).

“in RCA of approximately 85%, with certain RCA physicians and members of the management team retaining a minority equity interest in RCA. The Company’s cash outlay at closing was $4.4 billion, which amount is subject to a customary post-closing purchase price adjustment. --- EX-99.1 (EXHIBIT 99.1) --- EX-99.1 2 tm2432308d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Press”

INTELLIGENT PROTECTION MANAGEMENT CORP. completed an acquisition involving NewtekOne, Inc. for aggregate consideration delivered by the Company to Newtek at the Acquisition Closing consisted of (i) $4,000,000 in cash (as adjusted pursuant to the Acquisiti (closed 2025-01-02).

“announced Acquisition of NTS pursuant to the Acquisition Agreement. The aggregate consideration delivered by the Company to Newtek at the Acquisition Closing consisted of (i) $4,000,000 in cash (as adjusted pursuant to the Acquisition Agreement, the “ Acquisition Closing Cash Consideration ”) and (ii) 4,000,000 shares of the Company’s Series A Non-Voting Common”

Independent Bank Group, Inc. completed a disposition involving SouthState Corporation for approximately 24.9 million shares of SouthState Common Stock (closed 2025-01-01).

“Merger Agreement, a copy of which is filed hereto as Exhibit 2.1 and incorporated herein by reference. The total aggregate consideration payable in the Merger was approximately 24.9 million shares of SouthState Common Stock. The issuance of shares of SouthState Common Stock in connection with the Merger was registered under the Securities Act of 1933, as amended”

FORUM MARKETS Inc underwent a change of control involving Elray Resources, Inc. (closed 2024-12-27).

“As a result of the voting rights associated with the Series B Convertible Preferred Stock, effective on December 27, 2024, Elray Resources, Inc., the holder of all 1,000,000 outstanding shares of Series B Convertible Preferred Stock, obtained the right to vote 1,813,000 total voting shares pursuant to its ownership of the Series B Convertible Preferred Stock, on all stockholder matters, representing 36.3% of the Company’s outstanding voting shares”

Reborn Coffee, Inc. completed an acquisition involving Bbang Ssaem Co. Ltd. (d/b/a Bbang Ssaem Bakery Café Korea) for $1,000,000 (closed 2024-11-06).

“58% of the total outstanding shares of capital stock of the Seller. As consideration for purchase of the Shares, the Company agreed to pay to the Seller an aggregate total of $1,000,000, payable as follows: (i) $200,000 in cash by December 31, 2024; and (ii) $800,000 in shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), to be”

Pennant Group, Inc. completed an acquisition involving Avamere Home Health Care, LLC; Prime Home Health, LLC; A-One Home Health Services, LLC; and Signature Hospice Nampa, LLC for $32,000,000 (closed 2024-08-01).

“This portion of the acquisition closed on August 1, 2024. The purchase price was $32,000,000.”

Pennant Group, Inc. completed an acquisition involving Signature Healthcare at Home (Signature) for $48,480,000 (closed 2025-01-01).

“This portion of the acquisition closed on January 1, 2025. The purchase price was $48,480,000.”

CAMDEN NATIONAL CORP completed an acquisition involving Northway Financial, Inc. for approximately $96.5 million in shares of the Company’s common stock (closed 2025-01-02).

“prior to the effective time of the Merger remained outstanding and was unchanged by the Merger. The total consideration payable by the Company consists of approximately $96.5 million in shares of the Company’s common stock based on the closing price of the Company’s common stock as reported on Nasdaq of $42.25 as of January 2, 2025. This description of the”

SouthState Bank Corp completed an acquisition involving Independent Bank Group, Inc. for approximately 24.9 million shares of SouthState Common Stock (closed 2025-01-01).

“Merger Agreement, a copy of which is filed hereto as Exhibit 2.1 and incorporated herein by reference. ​ The total aggregate consideration payable in the Merger was approximately 24.9 million shares of SouthState Common Stock. The issuance of shares of SouthState Common Stock in connection with the Merger was registered under the Securities Act of 1933, as amended”

US ENERGY CORP completed a disposition involving 84 Resources Holdings, LLC for $6.825 million (closed 2024-12-31).

“property, permits, contracts, records and facilities, associated therewith located primarily in Liberty and Henderson Counties, Texas (the “ Property ”), in consideration for $6.825 million, subject to customary adjustments (the “ Purchase Price ” and the “ Sale ”). On December 31, 2024, the Company completed the Sale, and sold the Property to 84 Resources in”

Mechanics Bancorp completed a disposition for at a price, including the value of the retained servicing, of approximately 92% of the principal balance of the loans.

“On December 27 and 30, 2024, HomeStreet Bank, a subsidiary of HomeStreet, Inc., a Washington corporation (“ HomeStreet ” or the “Company”) (Nasdaq:HMST), completed the previously announced sale, on a servicing retained basis, of $990 million of multifamily commercial real estate loans, at a price, including the value of the retained servicing, of approximately 92% of the principal balance of the loans.”

Bloomin' Brands, Inc. completed a disposition involving Osaka Participações Societárias S.A. for R$1.4 billion Reais (approximately $225.3 million in U.S. Dollars) (closed 2024-12-30).

“On the Closing Date, Buyer acquired 67% of the capital stock of BPar from the Seller for a purchase price of R$1.4 billion Reais (approximately $225.3 million in U.S. Dollars based on the current exchange rate), subject to customary post-closing adjustments (the “Purchase Price”).”

Galera Therapeutics, Inc. completed an acquisition involving Nova Pharmaceuticals, Inc. for 119,318.285 shares of preferred stock, par value $0.001 per share, designated as Series B Non-Voting Convertible Preferred Stock (closed 2024-12-30).

“(17 CFR 240.13e-4(c)) 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 Stock, $0.001 par value per share GRTX OTC Pink Market Series A Junior Participating Preferred Stock (Purchase Rights) N/A OTC Pink Market Indicate by check mark whether the registrant is an”

DT Midstream, Inc. completed an acquisition involving ONEOK Partners Intermediate Limited Partnership and Border Midwestern Company for $1.2 billion (closed 2024-12-31).

“DTM Transportation acquired 100% of the equity interests of each of Guardian Pipeline, L.L.C., Midwestern Gas Transmission Company and Viking Gas Transmission Company (each of which own certain pipelines and related assets in the Midwestern United States) from the ONEOK Parties, effective as of 11:59 PM Central Time on December 31, 2024, for a purchase price of $1.2 billion”

HAWAIIAN ELECTRIC INDUSTRIES INC completed a disposition involving Investors named in the Investment Agreements for $405,450,000 (closed 2024-12-31).

“and outstanding shares of ASB Common Stock, resulting in a sale, in the aggregate, of 90.1% of the issued and outstanding ASB Common Stock for an aggregate purchase price of $405,450,000, the proceeds of which will be received by Seller. The Investments closed on December 31, 2024. No Investor acquired more than 9.9% of the issued and outstanding shares of ASB”

NOVAVAX INC completed a disposition involving Novo Nordisk Production Czech s.r.o. for $200 million and the assumption by the Purchaser of liabilities (closed 2024-12-30).

“(iii) certain employees currently providing services related to the Transferred Assets (the “Transferred Employees”). The total purchase price for the Facility was $200 million and the assumption by the Purchaser of liabilities (on a look-forward basis) pertaining to the Transferred Assets, Transferred Contracts and Transferred Employees. On the closing”