M&A Transactions

CoJax Oil & Gas Corp completed an acquisition involving Liberty Operating, LLC for 1,320,755 shares of the Common Stock issued to Liberty, at the adjusted valuation of $2.00 per share (closed 2024-05-31).

“amend its Current Report on Form 8-K filed with the Securities and Exchange Commission on June 6, 2024 (the "Original Report"), to provide disclosures required under Items 1.01, 2.01 and 9.01 of Form 8-K that were omitted from the Original Report, including the required financial statements of the Acquisition and the required pro forma financial information,”

McEwen Inc. completed an acquisition involving Timberline Resources Corporation for 0.01 of a share of common stock of McEwen (closed 2024-08-19).

“Time and in accordance with the Merger Agreement, each outstanding share of common stock of Timberline (each, a “ Timberline Share ”) was converted into the right to receive 0.01 (the “ Exchange Ratio ”) of a share of common stock of McEwen, no par value per share (each, a “ McEwen Share ”). Any stockholder of Timberline who would otherwise be entitled to”

Mega Matrix Corp. completed an acquisition involving FunVerse Holding Limited and the remaining shareholders of FunVerse (collectively, "Sellers") (closed 2024-08-15).

“On August 15, 2024 ("Closing Date"), the Company entered into and closed a definitive Share Exchange Agreement ("Exchange Agreement") with FunVerse and the remaining shareholders of FunVerse (collectively, "Sellers") to acquire the remaining forty percent (40%) of FunVerse.”

Morphic Holding, Inc. underwent a change of control involving Eli Lilly and Company for $57.00 per Share in cash (closed 2024-08-16).

“to purchase all of the issued and outstanding shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a purchase price of $57.00 per Share (the “Offer Price”), net to the stockholder in cash, without interest thereon and subject to any applicable tax withholding. The Offer and related withdrawal rights”

CITIUS ONCOLOGY, INC. underwent a change of control involving Citius Pharmaceuticals, Inc. (closed 2024-08-12).

“On August 12, 2024 (the “Closing Date”), the Company completed the previously announced business combination (the “Closing”) pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of October 23, 2023 (the “Merger Agreement”), by and among Citius Pharmaceuticals, Inc., a Nevada corporation (“Citius Pharma”), Citius Oncology, Inc., a Delaware corporation (now known as Citius Oncology Sub, Inc., “SpinCo”), TenX (now Citius Oncology, Inc., a Delaware corporation) and TenX Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of TenX (“Merger Sub”), and the related transaction documents described therein (the “Business Combination”).”

KLDiscovery Inc. underwent a change of control involving the Debenture Holders (affiliates of Ontario Teachers’ Pension Plan Board and MGG Investment Group LP) (closed 2024-08-14).

“As a result of the consummation of the Debenture Exchange, a change in control of the Company occurred and the Debenture Holders acquired control of the Company.”

KLDiscovery Inc. underwent a change of control involving the Debenture Holders.

“As a result of the consummation of the Debenture Exchange, a change in control of the Company occurred and the Debenture Holders acquired control of the Company.”

KUSTOM ENTERTAINMENT, INC. completed a disposition involving Serenity Now, LLC for five million nine hundred thousand and 00/100 dollars ($5,900,000.00), exclusive of closing costs (closed 2024-08-12).

“(the “Buyer”) to sell a commercial office building and associated property located at 14001 Marshall Drive, Lenexa, KS (the “Property”) for five million nine hundred thousand and 00/100 dollars ($5,900,000.00), exclusive of closing costs. On August 12, 2024, pursuant to the Agreement, the Company and the Buyer completed the sale of the Property. The”

Medies underwent a change of control involving Leong Weng Fong (closed 2024-08-12).

“On August 12, 2024, Leong Weng Fong acquired a controlling equity stake in MEDIES (the "Company") through a privately negotiated transaction.”

PITNEY BOWES INC /DE/ completed a disposition involving affiliate of Hilco Commercial Industrial, LLC (closed 2024-08-08).

“an affiliate of Hilco Commercial Industrial, LLC (“Hilco”) subscribed for 81% of the voting interests in the subsidiary, DRF Logistics, LLC owning a majority of the Global Ecommerce segment net assets and operations (DRF Logistics, LLC and its subsidiary, DRF LLC, the “Ecommerce Debtors”) for de minimis consideration (the “GEC Sale”), with a subsidiary of the Company retaining 19% of the voting interests and 100% of the economic interests.”

Ivanhoe Electric Inc. completed an acquisition involving DRH Energy, Inc. for $27.9 million (closed 2024-08-13).

“On August 13, 2024 (the “Closing Date”), Mesa Cobre Holding Corporation (“Mesa Cobre”), a wholly-owned subsidiary of Ivanhoe Electric Inc. (the “Company”), completed its previously announced acquisition of mineral rights situated in Pinal County, Arizona relating to the Santa Cruz Project in exchange for aggregate consideration of $27.9 million (the “Purchase Price”) pursuant to the terms of the Option Agreement for Purchase and Sale dated August 16, 2021 between DRH Energy, Inc. (“DRHE”) and Central Arizona Resources, LLC (“CAR”) as assigned by CAR to Mesa Cobre on October 27, 2021”

Accredited Solutions, Inc. underwent a change of control involving Alexander Haase (closed 2024-02-01).

“Effective February 1, 2024, there occurred a change in control of the Company.”

Ankam, Inc. underwent a change of control involving Investor Group (Wang Wen Lung, Lin Chih Hsi, Kuo Yu Min, Sung Hsiang Yu, Wang Pao Kuei, Wang Pao Hua) for US$ 500,000 (closed 2024-08-12).

“negotiated transaction. The Investor Group purchased 3,480,067 shares of the Company’s common stock at a price of USD 0.143675 per share, for a total transaction value of US$ 500,000. This transaction was financed through the Investor’s Group own capital. The Purchase Agreement was fully executed and delivered, and the transaction was consummated on August”

Enservco Corp completed an acquisition involving Tony Sims, Jim Fate, Buckshot Trucking LLC for $5,000,000 (the "Base Amount") (closed 2024-08-08).

“company (“Buckshot Trucking”), pursuant to which the Company agreed to acquire from the Sellers all of the issued and outstanding membership interests of Buckshot Trucking for $5,000,000 (the “Base Amount”), subject to a net working capital adjustment, plus up to $500,000, in the form of the Company’s common stock, contingent upon satisfaction of certain”

Enservco Corp completed a disposition involving HP Oilfield Services, LLC for $1,695,000 (closed 2024-08-06).

“(the “Purchased Assets”). The Purchased Assets were primarily utilized in the Company’s frac water heating business. The aggregate purchase price for the Purchased Assets is $1,695,000, payable as follows: (i) $1,221,625 in cash; and (ii) a promissory note in the principal amount of $473,375 issued by HP Oilfield in favor of the Company (the "HP Note"), with”

FIREFLY NEUROSCIENCE, INC. underwent a change of control involving Firefly Neuroscience, Inc. (closed 2024-08-12).

“As a result of the consummation of the Merger, a change of control of WaveDancer occurred, and the stockholders of WaveDancer immediately prior to the Closing held approximate 8% of the outstanding shares of New Firefly Common Stock immediately following the Closing.”

1847 Holdings LLC completed a disposition involving ICU Eyecare Solutions Inc. (ICU Solutions) for FOUR MILLION TWO HUNDRED AND FIFTY THOUSAND AND NO/100 DOLLARS ($4,250,000.00) (closed 2024-08-05).

“On August 5, 2024, ICU Eyecare Solutions Inc. (ICU Solutions), an entity that is not affiliated with the Company, was the successful bidder of the Asset Sale with a cash bid of FOUR MILLION TWO HUNDRED AND FIFTY THOUSAND AND NO/100 DOLLARS ($4,250,000.00) (the “Purchase Price”).”

GPGI, Inc. underwent a change of control involving Resolute Holdings I, LP and its affiliated vehicles.

“Following the closing of the transactions contemplated by the stock purchase agreements between each of the Selling Holders and Resolute (the “Closing”), Resolute will own a majority of the Company’s Class A Common Stock.”

Trump Media & Technology Group Corp. completed an acquisition involving WorldConnect Technologies, L.L.C., WorldConnect IPTV Solutions, LLC, and JedTec, L.L.C. for up to 5,100,000 shares of its common stock (closed 2024-08-09).

“not have any current intention to exercise those rights. Pursuant to the Asset Acquisition Agreement, the Company agreed to issue to Solutions and JedTec as consideration up to 5,100,000 shares (the “ Shares ”) of its common stock, par value $0.0001 per share (the “ Common Stock ”), 2,600,000 shares of which were issued on the Closing Date and 2,500,000 shares of”

PITNEY BOWES INC /DE/ completed a disposition involving Hilco Commercial Industrial, LLC for de minimis consideration (closed 2024-08-08).

“an affiliate of Hilco Commercial Industrial, LLC (“Hilco”) subscribed for 81% of the voting interests in DRF Logistics, LLC, an entity holding a substantial majority of the Global ecommerce segment’s assets and operations (such entity, together with its subsidiary, DRF, LLC, the “Ecommerce Debtors”), for de minimis consideration (the “GEC Sale”)”

SOUNDHOUND AI, INC. completed an acquisition involving IPSoft Global Holdings, Inc. and BuildGroup, LLC for $80 million consisting of $10 million in cash and 13,084,112 shares (closed 2024-08-07).

“(the “Purchase Agreement”). Pursuant to the terms and conditions of the Purchase Agreement, promptly after the Effective Date, the Company will pay a total consideration of $80 million consisting of $10 million in cash and 13,084,112 shares of the Company’s Class A common stock (the “Shares”) priced at $5.35 per Share, subject to adjustments set forth in the”

Tristar Acquisition I Corp. underwent a change of control involving Helport Limited (closed 2024-08-02).

“On August 2, 2024, Tristar Acquisition I Corp., a Cayman Islands exempted company (“Tristar”) and Helport Limited, a British Virgin Islands business company (“Helport” or the “Company”) consummated (the “Closing”) the transactions (collectively, the “Business Combination”) contemplated by that certain Business Combination Agreement”

Collective Audience, Inc. completed an acquisition involving The Odyssey SAS (dba BeOp) for 3,006,667 shares of restricted Company common stock to the Sellers (closed 2024-08-01).

“the Company (the “Acquisition”). The Acquisition closed concurrently on August 1, 2024 (the “Closing Date”). In consideration for the Acquisition, the Company issued a total of 3,006,667 shares of restricted Company common stock to the Sellers (the “Exchange Consideration”), provided, however, the Company held-back 666,667 shares of the Exchange Consideration to”

Horizon Kinetics Holding Corp underwent a change of control involving Horizon Kinetics, LLC (closed 2024-08-01).

“On August 1, 2024 (the “Closing Date”), Horizon Kinetics Holding Corporation (the “Company”), formerly known as “Scott’s Liquid Gold-Inc.,” completed its previously announced merger in accordance with the terms and conditions of the Agreement and Plan of Merger, dated December 19, 2023, as amended by the First Amendment to the Agreement and Plan of Merger, dated May 10, 2024 (collectively, the “Merger Agreement”), by and among Scott’s Liquid Gold-Inc., a Colorado corporation (“Scott’s”), Horizon Kinetics, LLC, a Delaware limited liability company (“Horizon Kinetics”), and HKNY One, LLC, a Delaware limited liability company and wholly owned subsidiary of Scott’s (“Merger Sub”).”

NATIONAL HEALTHCARE CORP completed an acquisition involving White Oak Manor, Inc., its corporate subsidiaries, White Oak Pharmacy, Inc., and the other Seller Parties for $221,400,000.00 (closed 2024-07-31).

“Oak home office building in Spartanburg, South Carolina. The purchase price for the Transaction was Two Hundred Twenty-One Million Four Hundred Thousand and 00/100 Dollars ($221,400,000.00), subject to prorations and adjustments as set forth in the Agreement. NHC purchased the name “White Oak,” and derivations thereof, including any logos and trademarks and will”

SIMPLICITY ESPORTS & GAMING Co underwent a change of control involving James Hiza for $1.00 (closed 2024-04-24).

“On or about April 24, 2024, pursuant to the Assignment Agreement by and between James Hiza and Roman Franklin, dated as of April 24, 2024 (the “Assignment Agreement”), Roman Franklin assigned and sold one share of the Series X Convertible Preferred Stock, par value $0.0001 per share (the “Series X Stock”), of Simplicity Esports and Gaming Company, a Delaware corporation (the “Company”), to James Hiza for a purchase price of $1.00. As such, James Hiza acquired control of the Company from Roman Franklin.”

Drilling Tools International Corp completed an acquisition involving Superior Drilling Products, Inc. for total consideration paid in cash and DTI stock of approximately $32.2 million (closed 2024-08-01).

“life cycle, today announced that it has closed on its acquisition of Superior Drilling Products, Inc. (“SDP”) for total consideration paid in cash and DTI stock of approximately $32.2 million per the merger agreement, subject to purchase price accounting adjustments. DTI also reported today its 2024 second quarter results. Wayne Prejean, CEO of DTI, stated, “We are”

ConnectM Technology Solutions, Inc. completed an acquisition involving Vijaya Rao for up to $5,234,788.00 (closed 2024-08-05).

“members to DeliveryCircle’s board of directors. Purchase Price Pursuant to the Purchase Agreement, ConnectM has agreed to acquire the Acquired Interests for an amount up to $5,234,788.00, comprising: (i) $520,000.00 (the “ Base Purchase Price ”), plus (ii) the Contingent Value Amount, as described below, subject to adjustment as provided in the Purchase”

Thunder Power Holdings, Inc. underwent a change of control involving Thunder Power Holdings Limited (closed 2024-06-21).

“FLFV and its wholly-owned subsidiary, Feutune Light Merger Sub Inc. ("FLFV Merger Sub") consummated the previously announced Business Combination”

Adagio Medical Holdings, Inc. underwent a change of control involving ARYA Sciences Acquisition Corp IV for exchange of shares of Adagio Common Stock for shares of New Adagio Common Stock based on the exchange ratio set forth in the Business Combination Agreement (closed 2024-07-31).

“consummated the previously announced business combination (the "Business Combination") pursuant to the terms of the Business Combination Agreement”

UPEXI, INC. completed a disposition involving E-Core Holdings, LLC for $2,000,000 (closed 2024-08-01).

“2024 (the “Agreement”). The principals of the Buyer are the three individuals from whom the Company acquired Neti in October 2022. The purchase price in the transaction was $2,000,000 paid by the Buyer to the Company at closing. In addition, in connection with the closing of the transaction (i) the Company was released as a guarantor from Neti’s commercial”

AMERICAN SUPERCONDUCTOR CORP /DE/ completed an acquisition involving Megatran Industries, Inc for $61,350,000 aggregate consideration consisting of (a) Cash Purchase Price (approximately $25,000,000 minus indebtedness and expenses), (b) restricted shares of (closed 2024-08-01).

“the Company purchased all of the issued and outstanding shares of Megatran (collectively, the “ Acquired Interests ”) for aggregate consideration in an amount equal to $61,350,000 (the “ Purchase Price ”), which consideration amount shall be subject to various adjustments set forth in the Stock Purchase Agreement (including those described below) and”

CapForce Inc. underwent a change of control involving AEI Capital Ltd. for $2,550,000 (closed 2024-08-02).

“Mr. Lazar transferred 550,000 shares of Series E Stock and his right to purchase an additional 2,450,000 shares of Series E Stock to AEI Capital Ltd. (the “Purchaser”) for $2,550,000”

Yext, Inc. completed an acquisition involving Hearsay Systems for $125 million in cash (closed 2024-08-01).

“not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement. The consideration paid by Yext at closing consisted of approximately $125 million in cash, as adjusted for the customary adjustments as set forth in the Merger Agreement, as well as the assumption of the Converted RSUs (as defined and described below). Subject”

Strategic Student & Senior Housing Trust, Inc. completed a disposition involving YOUnion at Fayetteville SPE, LLC for $72.25 million in cash, less closing costs (closed 2024-07-31).

“In addition, a SAM affiliate serves as the property manager of the Fayetteville Property on behalf of the Joint Venture. The sale price for the Fayetteville Property was $72.25 million in cash, less closing costs. The mortgage loan encumbering the Fayetteville Property of approximately $34.5 million was repaid in full at closing. The net proceeds from the sale”

Crescent Energy Co completed an acquisition involving SilverBow Resources, Inc. for a combination of 1.866 shares of Crescent's Class A common stock and $15.31 in cash, $38.00 in cash, or 3.125 shares of Crescent Class A common stock (closed 2024-07-30).

“owned subsidiary of SilverBow ) was converted into the right to receive, at the election of the holder thereof, one of the following forms of consideration: (A) a combination of 1.866 shares of Crescent’s Class A common stock, par value $0.0001 per share (the “Crescent Class A Common Stock”) and $15.31 in cash (the “Mixed Election Consideration”), (B) $38.00 in”

OCTAVE SPECIALTY GROUP INC completed an acquisition involving Beat for approximately $277.9 million (closed 2024-08-01).

“On August 1, 2024 (the "Closing Date") , the Company completed its previously announced acquisition of Beat pursuant to a share purchase agreement (the “ Beat Purchase Agreement ”), by and among the Company, the Purchaser, certain sellers set forth therein (the “ Sellers ”) and Beat, pursuant to which, and upon the terms and subject to the conditions set forth therein, effective July 31, 2024, the Purchaser purchased from the Sellers approximately 60% of the entire issued share capital of Beat; the total consideration as of the Closing Date was approximately $277.9 million, of which approximately $248.6 million was paid in cash and the remainder was satisfied through the issuance of 2,216,023 shares of Company Common Stock (the “ Beat Transaction ”).”

AEHR TEST SYSTEMS completed an acquisition involving Incal Technology, Inc. for $21.0 million (closed 2024-07-31).

“on Form 8-K filed on July 15, 2024. Pursuant to the Purchase Agreement, the Company acquired all of the outstanding capital stock of Incal for an aggregate purchase price of $21.0 million, consisting of $14.0 million in cash and the issuance of $7.0 million in shares of the Company’s common stock (comprised of 552,355 shares of the Company’s common stock at”

MACATAWA BANK CORP underwent a change of control involving Wintrust Financial Corporation for $510.3 million, or $14.85 per share (closed 2024-08-01).

“Richard L. Postma has been appointed to the Board of Directors of Wintrust. Terms of the Transaction The aggregate purchase price to Macatawa shareholders is approximately $510.3 million, or $14.85 per share. In the transaction, each of Macatawa’s 34,361,562 common shares outstanding at the time of the merger were converted into the right to receive merger”

COMMUNITY HEALTH SYSTEMS INC completed a disposition involving Hamilton Health Care System, Inc. and certain of its affiliates for approximately $160 million in cash (closed 2024-08-01).

“in connection with the Transactions at a preliminary closing on July 31, 2024, after giving effect to estimated working capital and purchase price adjustments, was approximately $160 million in cash (subject to a post-closing working capital adjustment). In addition to the base purchase price set forth above, the Purchase Agreement provides that the Purchaser is”

Quanex Building Products CORP completed an acquisition involving Tyman plc for 14,139,477 New Quanex Shares and cash consideration of approximately $504,143,082.86 (closed 2024-08-01).

“up to 15,487,381 of New Quanex Shares to Tyman shareholders in connection with the Transaction. The aggregate consideration due pursuant to the Transaction at closing comprises 14,139,477 New Quanex Shares and cash consideration of approximately $504,143,082.86 (being the Pound Sterling amount of cash consideration of £392,176,649.44 in respect of all of the Tyman”

Summit Midstream Partners, LP underwent a change of control involving Summit Midstream Corporation (closed 2024-08-01).

“On August 1, 2024, Summit Midstream Partners, LP (the “Partnership”) , completed the previously announced transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), by and among the Partnership, Summit Midstream Corporation, a Delaware corporation (the “Corporation”), Summit SMC NewCo, LLC (“Merger Sub”), a wholly-owned subsidiary of the Corporation, and Summit Midstream GP, LLC, the general partner of the Partnership (the “General Partner”), pursuant to which Merger Sub merged with and into the Partnership (the “Merger”), with the Partnership continuing as the surviving entity and a wholly-owned subsidiary of the Corporation”

Alcoa Corp completed an acquisition involving Alumina Limited for all-scrip, or all-stock, transaction, Alumina shareholders received consideration of 0.02854 Alcoa shares for each Alumina share; equity value of approximately (closed 2024-08-01).

“y shares and an indirect wholly owned subsidiary of Alcoa (“ Alcoa Bidder ”), and Alumina Limited, an Australian public company limited by shares and listed on the Australian Securities Exchange (“ Alumina Limited ”).”

Southern States Bancshares, Inc. completed an acquisition involving CBB Bancorp for 1.550 shares of Southern States Bancshares common stock or $45.63 in cash (closed 2024-07-31).

“special meeting held on July 9, 2024. Under the terms and subject to the conditions of the Merger Agreement, the holders of CBB Bancorp have the right to elect to receive either 1.550 shares of Southern States Bancshares common stock or $45.63 in cash for each share of CBB Bancorp common stock they hold. Shareholder elections for cash are subject to proration”

Ferguson (Jersey) Ltd underwent a change of control involving Ferguson Enterprises Inc. for one share of common stock in the Company in place of each Ferguson plc ordinary share (closed 2024-08-01).

“On August 1, 2024, the Company implemented this new corporate structure by completing the merger (the “ Merger ”) of Ferguson (Jersey) 2 Limited (“ Merger Sub ”), a newly formed Jersey incorporated private limited company and direct, wholly owned subsidiary of Ferguson Enterprises Inc., a Delaware corporation (“ Ferguson Enterprises ”), with and into the Company, with the Company surviving the Merger as a direct, wholly owned subsidiary of Ferguson Enterprises and Merger Sub ceasing to exist”

Howard Hughes Holdings Inc. completed a disposition involving Seaport Entertainment Group Inc. (closed 2024-07-31).

“On the Distribution Date, the Company completed the previously announced Separation of Seaport Entertainment.”

Seaport Entertainment Group Inc. completed a disposition involving Howard Hughes Holdings Inc. (closed 2024-07-31).

“On July 31, 2024 (the "Distribution Date"), at 11:59 p.m. Eastern Time, the previously announced separation (the "Separation") of Seaport Entertainment Group Inc., a Delaware corporation ("Seaport Entertainment" or the "Company"), from Howard Hughes Holdings Inc. ("HHH") was completed.”

Summit Midstream Corp underwent a change of control (closed 2024-08-01).

“On August 1, 2024, Summit Midstream Corporation, a Delaware corporation (the “Company”), completed the previously announced transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Summit SMC NewCo, LLC (“Merger Sub”), a wholly-owned subsidiary of the Company, Summit Midstream Partners, LP (the “Partnership”) and Summit Midstream GP, LLC, the general partner of the Partnership (the “General Partner”), pursuant to which Merger Sub merged with and into the Partnership, with the Partnership continuing as the surviving entity and a wholly-owned subsidiary of the Company (the “Corporate Reorganization”).”

CalAmp Corp. underwent a change of control involving Lynrock Lake Master Fund LP (closed 2024-07-31).

“On July 31, 2024 (the “Effective Date”), each condition precedent to consummation of the Plan was satisfied or waived in accordance with the Plan and the Confirmation Order, and the Reorganized Debtors (as defined in the RSA) emerged from their Chapter 11 Cases.”

OCCIDENTAL PETROLEUM CORP /DE/ completed an acquisition involving CrownRock Holdings, L.P., CrownRock GP, LLC for approximately $12.4 billion (closed 2024-08-01).

“all of the issued and outstanding partner interests of CrownRock. Pursuant to the Purchase Agreement, the aggregate consideration for the Transactions was approximately $12.4 billion, consisting of approximately $9.4 billion in cash (inclusive of certain working capital and other customary purchase price adjustments), 29,560,619 shares of Common Stock (the”