secwatch / observer

M&A Transactions

Mergers, acquisitions, and dispositions disclosed under 8-K Items 2.01/5.01.

8-K items 2.01, 5.01 JSON
MCFT MasterCraft Boat Holdings, Inc.

MasterCraft Boat Holdings, Inc. completed a disposition involving Cruisers Yachts, a subsidiary of MarineMax, Inc. (closed 2024-10-18).

“On October 18, 2024, MasterCraft Boat Holdings, Inc. (the “Company”) completed its previously announced asset exchange, pursuant to which it transferred ownership of its Aviara brand (including all commercial and operational assets relating to Aviara’s product line) to Cruisers Yachts, a subsidiary of MarineMax, Inc.”
LRHC La Rosa Holdings Corp.

La Rosa Holdings Corp. completed an acquisition involving Norkis Fernandez for $11,904.76 monthly over a period of 7 years (closed 2024-10-21).

“he “ Plaintiffs ”), and Norkis Fernandez entered into a mediated settlement agreement (“ Settlement Agreement ”).”
VERI Veritone, Inc.

Veritone, Inc. completed a disposition involving Oxford Buyer, LLC, an affiliate of Insignia Capital Group L.P. for up to $104.0 million (closed 2024-10-17).

“As previously reported, on October 17, 2024 (the “Closing Date”), Veritone, Inc. (the “Company”) entered into an Equity Purchase Agreement (the “Agreement”), by and among the Company, Veritone One, LLC, a wholly-owned subsidiary of the Company (“Veritone One”), and Oxford Buyer, LLC (“Purchaser”), an affiliate of Insignia Capital Group L.P., pursuant to which, among other things, Purchaser acquired from the Company all of the issued and outstanding equity of Veritone One (such transaction, the “Divestiture”) for a total purchase price of up to $104.0 million, subject to purchase price adjustments and the achievement of certain earnout targets as described herein.”
IRD Opus Genetics, Inc.

Opus Genetics, Inc. completed an acquisition involving Opus Genetics Inc. (closed 2024-10-22).

“On October 22, 2024, Ocuphire completed its business combination with Opus.”
Sharecare, Inc.

Sharecare, Inc. underwent a change of control involving Altaris, LLC for $1.43 per share in cash (closed 2024-10-22).

“the completion of its acquisition by Altaris, LLC (collectively with its managed funds, “Altaris”), an investment firm exclusively focused on the healthcare industry, for $1.43 per share in cash. The transaction was announced on June 21, 2024, and received approval from stockholders on October 17, 2024. As a result of the acquisition, Sharecare’s common”
ONFO Onfolio Holdings, Inc

Onfolio Holdings, Inc completed an acquisition involving Eastern Standard, LLC for $2,160,000 (closed 2024-10-18).

“to sell to Eastern Standard Delaware the Business Assets, all as more fully described in the Asset Purchase Agreement. The aggregate purchase price for the Business Assets is $2,160,000. As of the closing, the Company owns 70% of Eastern Standard Delaware in exchange for $1,250,000 payable pursuant to two secured promissory notes which are guaranteed by the”
SOUN SOUNDHOUND AI, INC.

SOUNDHOUND AI, INC. completed an acquisition involving Amelia Holdings, Inc..

“to report on the completion of the acquisition of all of the issued and outstanding shares of the capital stock of Amelia Holdings, Inc.”
HURA TuHURA Biosciences, Inc./NV

TuHURA Biosciences, Inc./NV underwent a change of control (closed 2024-10-18).

“On October 18, 2024, the Nevada corporation formerly known as "Kintara Therapeutics, Inc." completed its previously announced merger transaction in accordance with the terms of the Agreement and Plan of Merger, dated as of April 2, 2024”
FPI Farmland Partners Inc.

Farmland Partners Inc. completed a disposition involving Farmland Reserve, Inc. for $289 million (closed 2024-10-16).

“On October [16], 2024, Farmland Partners Inc. (the “Company”) completed the previously announced sale of a portfolio of 46 farms comprising 41,554 acres of farmland located in Arkansas, Florida, Louisiana, Mississippi, Nebraska, Oklahoma, North Carolina and South Carolina for an aggregate purchase price of $289 million in a single transaction (the “Transaction”) to Farmland Reserve, Inc., a Utah nonprofit corporation.”
RENEWABLE INNOVATIONS, INC.

RENEWABLE INNOVATIONS, INC. completed a disposition involving Renewable Energy, LLC for total consideration equal to $4,685,216 (closed 2024-10-15).

“The Parties will work together to generate business for their mutual benefit. As consideration for the sale of the Renewable Business, we received total consideration equal to $4,685,216 in the form of (a) the assignment of $1,077,922 in promissory notes owed by us to C. Brilliant, LLC to Buyer, which notes were cancelled, (b) $1,173,378 in cash advances already”
ILLR Triller Group Inc.

Triller Group Inc. underwent a change of control involving Triller Corp. for issued 83,468,631 shares of common stock of Triller Group, par value $0.0001 per share to the Triller stockholders, 24,206,246 shares of Triller Group Common St (closed 2024-10-15).

“the Merger; and (3) Triller Group acquired 100% of the outstanding capital stock and conversion of all restricted stock units of Triller, in exchange for which it (i) issued 83,468,631 shares of common stock of Triller Group, par value $0.0001 per share (“ Triller Group Common Stock ”), to the Triller stockholders, (ii) 24,206,246 shares of Triller Group Common”
SIF SIFCO INDUSTRIES INC

SIFCO INDUSTRIES INC completed a disposition involving TB2 S.r.l. for enterprise value of €20,000,000 pursuant to a “lockbox” arrangement that results in the payment of €13,800,000 in net equity value at closing (closed 2024-10-15).

“capital (“Sale Shares”) of C Blade S.p.A. Forging & Manufacturing, an Italian joint stock company and wholly-owned subsidiary of Seller (“CBlade”), at an enterprise value of €20,000,000 pursuant to a “lockbox” arrangement that results in the payment of €13,800,000 in net equity value at closing, subject to adjustment pursuant to and in accordance with the terms”
ACTG ACACIA RESEARCH CORP

ACACIA RESEARCH CORP completed an acquisition involving Deflecto Holdings, LLC and Evriholder Finance LLC for $103.7 million (closed 2024-10-18).

“October 18, 2024. Purchase Price. Under the terms and conditions of the Stock Purchase Agreement, the aggregate consideration paid to the Sellers in the Transaction consisted of $103.7 million, subject to certain working capital, debt and other customary adjustments set forth in the Stock Purchase Agreement (the “Purchase Price”). The Purchase Price was funded with a”
Squarespace, Inc.

Squarespace, Inc. underwent a change of control involving Spaceship Purchaser, Inc. (affiliates of Permira Advisers LLC) for $46.50 per share (closed 2024-10-17).

“(the “ Offer ”) on September 16, 2024, to purchase all of the outstanding shares of Company Common Stock, par value $0.0001 per share (the “ Shares ”), at a price per share of $46.50, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated as of September 16, 2024, as it may be amended, supplemented, or otherwise modified from”
SILVERTON ENERGY, INC.

SILVERTON ENERGY, INC. completed an acquisition involving Kris Agrawal and Kris k. Agrawal, et al, Exxon Oil & Gas, Inc., Vance-1 Properties, LLC for $3,500,000.00 (closed 2024-05-01).

“this transaction is a contract (a “chose in action”) for lease assignments and is not currently vesting title to the assets in Buyers. The agreed purchase price of the Assets is $3,500,000.00, the payment of which by a “convertible note,” which is to be readily convertible into the Company’s Class “A” Common Stock, at its “market value” per share “at the moment of”
SILVERTON ENERGY, INC.

SILVERTON ENERGY, INC. completed an acquisition involving American Heritage Investment Capital, L.P. for $81,000,000 (closed 2024-05-01).

“nd American Heritage Investment Capital, L.P. (“AHIC”) , dated May 01, 2024, with the Company as Buyer and AHIC, as Seller”
IVF INVO Fertility, Inc.

INVO Fertility, Inc. completed an acquisition involving NAYA Biosciences, Inc. for 118,148 shares of the Company's common stock and 30,375 shares of the Company's newly-designated Series C-1 Convertible Preferred Stock (closed 2024-10-11).

“f NAYA Biosciences, Inc., a Delaware corporation (“ NAYA ”) pursuant to an Amended and Restated Agreement and Plan of Merger by and among the Company, NAYA, and INVO Merger”
IVF INVO Fertility, Inc.

INVO Fertility, Inc. underwent a change of control involving NAYA Biosciences, Inc. for 118,148 shares of the Company's common stock and 30,375 shares of the Company's newly-designated Series C-1 Convertible Preferred Stock (closed 2024-10-11).

“f NAYA Biosciences, Inc., a Delaware corporation (“ NAYA ”) pursuant to an Amended and Restated Agreement and Plan of Merger by and among the Company, NAYA, and INVO Merger”
WNHK Winning Catering Group, Inc.

Winning Catering Group, Inc. completed a disposition involving Century Land Holdings of Texas, LLC for aggregate purchase price and community enhancement fees, minus certain expenses, equaled a combined total of approximately $3.9 million (closed 2024-10-10).

“a community enhancement fee for each lot sold. The aggregate purchase price and community enhancement fees, minus certain expenses, equaled a combined total of approximately $3.9 million. The sale of the lots closed on October 10, 2024. The terms underlying the closing of the sale of these lots were agreed to in a Contract for Purchase and Sale and Escrow”
AXIM AXIM BIOTECHNOLOGIES, INC.

AXIM BIOTECHNOLOGIES, INC. underwent a change of control involving Kettner Investments, LLC (closed 2024-10-15).

“Effective October 15, 2024, Juniper & Ivy Corporation (“Juniper”), the holder of all 500,000 shares of the Company's Series C Preferred Stock, entered into an agreement with Medical Marijuana, Inc. ("MJNA") and Kettner Investments, LLC ("Kettner") regarding the transfer and assignment of the Series C Preferred Stock (the "Agreement").”
EnLink Midstream, LLC

EnLink Midstream, LLC underwent a change of control involving ONEOK, Inc. for approximately $3.285 billion (closed 2024-10-15).

“all of the outstanding limited liability company interests in the Manager from Seller I in exchange for $300.0 million in cash, for a total cash consideration of approximately $3.285 billion . As a result of the Transactions, ONEOK acquired control of the operations of ENLC and its subsidiaries. ONEOK used a portion of the net proceeds from its underwritten public”
DTI Drilling Tools International Corp

Drilling Tools International Corp completed an acquisition involving Superior Drilling Products, Inc. (closed 2024-08-06).

“On August 6, 2024, Drilling Tools International Corporation (the “ Company ”) filed a Current Report on Form 8-K (the “ Original Form 8-K ”) to report the completion (the “ Closing ”) of the Merger (defined below) consummated in connection with the Agreement and Plan of Merger (the “ Merger Agreement ”), dated March 6, 2024, by and among the Company, Superior Drilling Products, Inc., a Utah corporation (“ SDPI ”), DTI Merger Sub I, a Delaware corporation and wholly owned subsidiary of DTI (“ Merger Sub I ”), and DTI Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of DTI (“ Merger Sub II ”).”
Pacific Oak Strategic Opportunity REIT, Inc.

Pacific Oak Strategic Opportunity REIT, Inc. completed a disposition involving Forestar (USA) Real Estate Group Inc., through itself and/or a wholly owned subsidiary, and D.R. Horton, Inc. for aggregate gross sales proceeds of $223.1 million, before closing costs, taxes, reimbursements and credits (closed 2024-10-03).

“On October 3, 2024, Pacific Oak Strategic Opportunity REIT, Inc. (the “Company”), through a wholly owned subsidiary, closed on the final phase of three transactions to sell a total of 501 developable acres of land in North Las Vegas, Nevada to buyers unaffiliated with the Company or the Company’s advisor, Forestar (USA) Real Estate Group Inc., through itself and/or a wholly owned subsidiary, and D.R. Horton, Inc., for aggregate gross sales proceeds of $223.1 million, before closing costs, taxes, reimbursements and credits.”
BRGX BIOREGENX, INC.

BIOREGENX, INC. underwent a change of control involving BioRegenx, Inc. for 851,977,296 common shares and 3,800 Series A preferred shares of the Registrant which represented 90.0% of the voting securities of the Registrant (closed 2024-03-08).

“The name of the Registrant was changed to BioRegenx, Inc. Pursuant to the merger, all of the issued and outstanding BioRegenx common and preferred shares were exchanged for 851,977,296 common shares and 3,800 Series A preferred shares of the Registrant which represented 90.0% of the voting securities of the Registrant. Concurrently, holder(s) of the Registrant’s”
PHCI Panamera Holdings Corp

Panamera Holdings Corp completed an acquisition involving AusTex Aggregates LLC for 2,750,000 Shares of restricted common stock (closed 2024-10-01).

“the parties closed the Purchase Agreement on October 1, 2024 with the exchange of 2,750,000 Shares of restricted common stock from the treasury of PHCI to the Member, Mr. Fazand and the delivery of 100% of the Membership Interests by Mr. Fazand to PHCI.”
INV Innventure, Inc.

Innventure, Inc. underwent a change of control involving Learn CW Investment Corporation (closed 2024-10-02).

“On October 2, 2024 (the “Closing Date”), Learn CW Investment Corporation, a Cayman Islands exempted company (both prior to and after the Closing Date, “Learn CW”) and Innventure LLC, a Delaware limited liability company (“Innventure”), consummated the previously announced Business Combination”
TELLURIAN INC. /DE/

TELLURIAN INC. /DE/ underwent a change of control involving Woodside Energy Holdings (NA) LLC for $1.00 in cash (closed 2024-10-08).

““Merger Agreement”), dated July 21, 2024, by and among the Tellurian, Woodside Energy Holdings (NA) LLC, a Delaware limited liability company (“Parent”), and Woodside Energy (Transitory) Inc., a Delaware corporation and wholly owned subsidiary of”
ALRS ALERUS FINANCIAL CORP

ALERUS FINANCIAL CORP completed an acquisition involving HMN Financial, Inc. for approximately $128.8 million (closed 2024-10-09).

“Alerus Financial Corporation, and Home Federal Savings Bank merged with and into Alerus Financial, National Association. The all-stock transaction is valued at approximately $128.8 million as of closing. Founded in 1934, Home Federal includes 12 branches in Minnesota and one branch in each of Iowa and Wisconsin. As of June 30, 2024, HMNF had, on a consolidated”
HMN FINANCIAL INC

HMN FINANCIAL INC underwent a change of control involving Alerus Financial Corporation for 1.25 shares of Alerus common stock, with cash paid in lieu of fractional shares (closed 2024-10-09).

“of the Merger, each outstanding share of common stock of the Company, par value $0.01 per share, was automatically converted as a result of the Merger into the right to receive 1.25 (the “Exchange Ratio”) shares of Alerus common stock, with cash paid in lieu of fractional shares. Immediately prior to the Effective Time, outstanding HMNF restricted stock”
TEX TEREX CORP

TEREX CORP completed an acquisition involving Dover for $2.0 billion in cash (closed 2024-10-08).

“the Company completed its acquisition of ESG from Dover for a purchase price of $2.0 billion in cash, subject to customary closing adjustments to be finalized after the Closing Date.”
PFGC Performance Food Group Co

Performance Food Group Co completed an acquisition involving Cheney Bros., Inc. for $2.095 billion in cash (closed 2024-10-08).

“Sullivan as Sellers’ Representative. Pursuant to the terms of the Purchase Agreement, Buyer purchased all of the outstanding capital stock of Cheney Brothers from Sellers for $2.095 billion in cash, subject to customary adjustments for Cheney Brothers’ combined debt, cash, transaction expenses and net working capital (the “ Cheney Brothers Acquisition ”). Additional”
BCAL California BanCorp \ CA

California BanCorp \ CA completed an acquisition involving California BanCorp (CBC) (closed 2024-07-31).

“reporting under Item 2.01 the completion of the previously announced merger of the predecessor California BanCorp ("CBC") with and into the Company, with the Company continuing as the surviving corporation.”
ALCE Alternus Clean Energy, Inc.

Alternus Clean Energy, Inc. completed a disposition involving Solis Bond Company DAC (closed 2024-10-03).

“The consummation of the Transfer completed on 3 rd of October 2024”
HIRU HIRU Corp

HIRU Corp underwent a change of control involving Sihem Chakroun Ep Bou Ali (closed 2024-07-23).

“On July 23, 2024 Hiru Corporation signed the Stock Purchase agreement and Operational Agreement which both reflected in the Change in control of the Company.”
SNDA SONIDA SENIOR LIVING, INC.

SONIDA SENIOR LIVING, INC. completed an acquisition involving various affiliates of Principal Senior Living Group for approximately $102.9 million (closed 2024-10-01).

“of the Palm Communities (the “Palm Acquisition”). Upon the completion of the Palm Acquisition, the Company paid the as-adjusted closing purchase price of approximately $102.9 million, which amount is subject to customary post-closing adjustments. The foregoing description of the Palm PSAs and the transactions contemplated thereby is not complete and is”
IntelGenx Technologies Corp.

IntelGenx Technologies Corp. completed a disposition involving atai Life Sciences AG for senior secured debt in the Company was discharged in exchange for IGX shares (closed 2024-10-02).

“Pursuant to the Transaction, which closed on October 2, 2024, atai acquired all of the issued and outstanding shares of IGX.”
VIVK Vivakor, Inc.

Vivakor, Inc. completed an acquisition involving Jorgan Development, LLC and JBAH Holdings, LLC for $120 million (closed 2024-10-01).

“and operate a crude oil shuttle pipeline and exclusive connected blending and processing facility in Blaine County, Oklahoma. The purchase price for the Membership Interests is $120 million (the “Purchase Price”), subject to post-closing adjustments, including assumed debt and an earn-out adjustment, payable by the Company in a combination of Company common stock,”
BLNE Beeline Holdings, Inc.

Beeline Holdings, Inc. completed a disposition involving The B.A.D. Company, LLC; Aegis Security Insurance Company; Bigger Capital Fund, LP; District 2 Capital Fund, LP; LDI Investments, LLC; William Esping; WPE Kids Partners; Robert Grammen (closed 2024-10-07).

“On October 7, 2024, a closing was held pursuant to the terms of the Debt Agreement. At that closing, the following transactions were completed: ● Aegis, Bigger, District 2 and LDI transferred to Eastside a total of 31,234 shares of Eastside Series C Preferred Stock and 119,873 shares of Eastside Common Stock. The Investors also released Eastside from liability for $4,137,581 of senior secured debt and $2,465,169 of unsecured debt. In consideration of their surrender of stock and release of debt, Eastside caused Craft to be merged into a limited liability company owned by the Investors.”
ETST Earth Science Tech, Inc.

Earth Science Tech, Inc. completed an acquisition involving Mister Meds, LLC for fifty-four thousand two hundred dollars cash (closed 2024-10-01).

“On October 1, 2024, the Company completed the acquisition of Mister Meds, LLC, a Texas limited liability company for fifty-four thousand two hundred dollars cash.”
ETST Earth Science Tech, Inc.

Earth Science Tech, Inc. completed an acquisition involving Avenvi, LLC for one million fifty-eight thousand seven hundred eighty-eight dollars and thirty cents cash (closed 2024-10-01).

“On October 1, 2024, Earth Science Tech, Inc., a Florida corporation (the “Company”), completed the acquisition of Avenvi, LLC., (“Avenvi”), a Florida limited liability company, for one million fifty-eight thousand seven hundred eighty-eight dollars and thirty cents cash.”
DMRA Damora Therapeutics, Inc.

Damora Therapeutics, Inc. completed an acquisition involving Bridge Medicines LLC for 62,594 shares of common stock and 160.562 shares of Series A non-voting convertible preferred stock (closed 2024-10-07).

“Agreement, at the closing of the Asset Purchase (the “ Closing ”), as consideration to Bridge Medicines for the Asset Purchase, the Company (a) issued to Bridge Medicines (i) 62,594 shares (the “ Common Stock Payment Shares ”) of the Company’s common stock, par value $0.00001 per share (the “ Common Stock ”), and (ii) 160.562 shares (the “ Preferred Stock”
DWTX Dogwood Therapeutics, Inc.

Dogwood Therapeutics, Inc. completed an acquisition involving Sealbond Limited (closed 2024-10-07).

“On October 7, 2024, the Company completed its business combination with Sealbond.”
LIEN Chicago Atlantic BDC, Inc.

Chicago Atlantic BDC, Inc. completed an acquisition involving Chicago Atlantic Loan Portfolio, LLC (CALP) for 16,605,372 shares of its common stock to CALP in exchange for the CALP Loan Portfolio, which was determined by the Company to have a fair value of $219,621,125 (closed 2024-10-01).

“Acquisition Agreement”). In accordance with the terms of the Loan Portfolio Acquisition Agreement, at the effective time of the Loan Portfolio Acquisition, the Company issued 16,605,372 shares of its common stock to CALP in exchange for the CALP Loan Portfolio, which was determined by the Company to have a fair value of $219,621,125 as of September 28, 2024.”
VECTOR GROUP LTD

VECTOR GROUP LTD underwent a change of control involving JTI (US) Holding Inc. for $15.00 in cash per Company Share (closed 2024-10-07).

“Merger Agreement”), with JTI (US) Holding Inc., a Delaware corporation (“Parent”), and Vapor Merger Sub Inc.,”
PROP Prairie Operating Co.

Prairie Operating Co. completed an acquisition involving Nickel Road Development LLC and Nickel Road Operating LLC for $49.6 million (closed 2024-10-01).

“assets of Nickel Road Development LLC (“ NRD ”), Nickel Road Operating LLC (“ NRO ” and, together with NRD, collectively, the “ Sellers ”). On the Closing Date, the Company paid $49.6 million to the Sellers in cash, sourced from the consideration from the Securities Purchase Agreement, the Pre-Paid Advance under the SEPA and cash on hand. The Company had previously”
PMHS Polomar Health Services, Inc.

Polomar Health Services, Inc. completed an acquisition involving Polomar for approximately 207,414,147 shares of our common stock (closed 2024-09-30).

“right to receive 2,074,141.47 shares of our common stock, with all fractional shares rounded up to the nearest whole share. Accordingly, we issued an aggregate of approximately 207,414,147 shares of our common stock for all of the then-outstanding Polomar Membership Interests. Directors and Officers of the Company In connection with the Acquisition, all of the”
LBRA 1847 Holdings LLC

1847 Holdings LLC completed a disposition involving BFS Group LLC for $17,000,000 (closed 2024-09-30).

“of the Disposition was completed on September 30, 2024. Pursuant to the terms of the Purchase Agreement, the Buyer acquired HMDT for an aggregate cash only purchase price of $17,000,000, subject to certain pre-closing and post-closing adjustments (the “ Purchase Price ”). At closing, the Purchase Price was subject to a working capital adjustment and was also”
DK Delek US Holdings, Inc.

Delek US Holdings, Inc. completed a disposition involving Emprex Proximity LLC (a subsidiary of FEMSA) for approximately $385 million (closed 2024-09-30).

“in its subsidiaries that own its retail related assets to Emprex Proximity LLC, a Delaware limited liability company (“Emprex”) for gross cash consideration of approximately $385 million (including the purchase of inventories) pursuant to that certain Equity Purchase Agreement dated July 31, 2024 (the "Purchase Agreement"), by and among Alon and Emprex. As a part”
Aaron's Company, Inc.

Aaron's Company, Inc. underwent a change of control involving IQVentures Holdings, LLC for $10.10 in cash (closed 2024-10-03).

“of IQV and shares owned by shareholders who have properly exercised dissenters’ rights under the Georgia Business Corporation Code) was converted into the right to receive $10.10 in cash, without interest (the “Merger Consideration”). In addition, pursuant to the Merger Agreement, as of the Effective Time: • Each outstanding Company stock option granted”
SMART FOR LIFE, INC.

SMART FOR LIFE, INC. completed a disposition involving First Health FL LLC for Option price of $1.00 (closed 2024-10-01).

“On October 1, 2024, such affiliates of the Buyer elected to exercise the Option, effective as of October 2, 2024, paid to the Company the Option price of $1.00, and the Company delivered the remaining 49% interest in the Buyer to such affiliates (the “ Disposition ”).”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.