M&A Transactions

DIGITAL UTILITIES VENTURES,INC. completed an acquisition involving Easy Energy Systems, Inc. and Mark and Shauna Souza Gaalswyk Irrevocable Trust (closed 2024-04-15).

“On April 15, 2024, Digital Utilities Ventures, Inc., a Delaware Corporation (the “Company”), entered into a Common Stock Purchase Agreement (“Agreement”), made effective March 31, 2024, by which it acquired a majority interest in Easy Energy Systems Technologies, LLC, a Minnesota limited liability company (“EEST”) and wholly owned subsidiary of Easy Energy Systems, Inc., a Minnesota Corporation (“EES”), and Easy Modular Manufacturing, Inc., a Minnesota Corporation (“EMM”), wholly owned by the Mark and Shauna Souza Gaalswyk Irrevocable Trust, a Minnesota Trust (“Trust”), in exchange for shares of common and preferred stock of the Company.”

Resonate Blends, Inc. underwent a change of control involving EMGE Preferred Shareholders (closed 2024-03-14).

“On March 14, 2024, the parties closed the Exchange Agreement.”

Resonate Blends, Inc. completed a disposition involving Geoffrey Selzer (closed 2024-03-14).

“On March 14, 2024, the parties closed the Exchange Agreement.”

Perspective Therapeutics, Inc. completed a disposition involving GT Medical Technologies, Inc. for 279,516 shares of GT Medical common stock and certain cash royalty payments for four years based on net sales (closed 2024-04-12).

“the liabilities of Isoray. Pursuant to the terms of, and subject to the conditions specified in, the Asset Purchase Agreement, at the Closing, (i) GT Medical issued to Isoray 279,516 shares of GT Medical’s common stock, par value $0.0001 per share, representing 0.5% of GT Medical’s issued and outstanding capital stock on a fully diluted basis as of the”

NOCERA, INC. completed an acquisition involving Hangzhou SY Culture Media Co. Ltd. (closed 2024-04-14).

“On April 14, 2024, Gui Zhou Grand Smooth Technology Ltd. (“GZ GST”), a wholly owned subsidiary of Nocera, Inc. (the “Company”), entered into that certain Equity Purchase Agreement dated as of April 14, 2024 (the “Equity Purchase Agreement”), with Hangzhou SY Culture Media Co. Ltd. (“SY Culture”), pursuant to which GZ GST acquired all of the issued and outstanding equity securities of SY Culture from the stockholders of SY Culture (the “SY Culture Acquisition”) in exchange for the issuance of 600,000 unregistered shares of the Company’s common stock, par value $0.001 per share (“Common Stock”).”

TRANSCAT INC completed an acquisition involving Becnel Rental Tools, LLC for approximately $50.0 million (closed 2024-04-15).

“affiliates, or any director or officer of Transcat, or any associate of any such director or officer. Pursuant to the Agreement, the Company acquired Becnel for approximately $50.0 million (the “Acquisition”), consisting of a combination of (i) $17.5 million in cash and (ii) approximately $32.5 million of the Company’s common stock, par value $0.50 per share”

Borealis Foods Inc. completed an acquisition involving Oxus Acquisition Corp. for 13,300,000 New Oxus Common Shares (closed 2024-02-07).

“of Borealis Common Shares issued and outstanding immediately prior to the Borealis Amalgamation. 1 ● As of the Closing Date, the Aggregate Transaction Consideration was 13,300,000 New Oxus Common Shares, and was based on 201,206,834 Borealis Common Shares issued and outstanding, with an exchange rate of 0.0661, which the process is described in the final”

NIKA PHARMACEUTICALS, INC completed an acquisition involving Alliance for Intellectual Property in the Field of Pharmacy, Chemistry, and Biology for 45,000 BGN (equivalent to around 24,683 USD).

“a dietary supplement. The technologies were purchased from Alliance for Intellectual Property in the Field of Pharmacy, Chemistry, and Biology (“AIPFPCB”) for a total price of 45,000 BGN (equivalent to around 24,683 USD) that was paid by Dimitar Slavchev Savov who is an officer and director of Nika Pharmaceuticals, Inc. and the general manager of Nika”

NIKA PHARMACEUTICALS, INC completed an acquisition involving Nika BioTechnology, Inc. (closed 2024-04-10).

“Pursuant to the terms of the merger of Nika BioTechnology, Inc. into Nika Pharmaceuticals, Inc., Nika Pharmaceuticals, Inc. has acquired the 40% stake in Nika Europe Ltd. that was owned by Nika BioTechnonoly, Inc.”

LCNB CORP completed an acquisition involving Eagle Financial Bancorp, Inc. (closed 2024-04-12).

“On April 12, 2024, LCNB Corp., an Ohio corporation (“LCNB”), completed its previously announced merger with Eagle Financial Bancorp, Inc., a Maryland corporation (“EFBI”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated November 28, 2023.”

Century Therapeutics, Inc. completed an acquisition involving Clade Therapeutics, Inc. for approximately $35 million (closed 2024-04-11).

“the Merger and a wholly owned indirect subsidiary of the Company. Pursuant to the terms of the Merger Agreement, the aggregate upfront consideration was approximately $35 million, consisting of (i) approximately $15 million in cash and (ii) 4,535,333 shares of the Company’s common stock, par value $0.0001 per share (the “Merger Shares”). The cash portion”

Keyarch Acquisition Corp underwent a change of control involving ZOOZ Power Ltd. (closed 2024-04-04).

“On April 4, 2024 (the “ Closing Date ”), Keyarch Acquisition Corporation, a Cayman Islands exempted company (the “ Company ” or “ Keyarch ”), and ZOOZ Power Ltd. (TASE: ZOOZ), a limited liability company organized under the laws of the State of Israel (“ ZOOZ ”), consummated (the “ Closing ”) their previously announced business combination (the “ Business Combination ”), pursuant to that certain Business Combination Agreement, dated as of July 30, 2023 (as amended on February 9, 2024, March 8, 2024 and March 15, 2024, the “ Business Combination Agreement ”), by and among Keyarch, ZOOZ, ZOOZ Power Cayman, a Cayman Islands exempted company and a direct, wholly owned subsidiary of ZOOZ (“ Merger Sub ”), Keyarch Global Sponsor Limited, a Cayman Islands exempted company (the “ Sponsor ”), in the capacity as representative of specified shareholders of Keyarch after the effective time of the Business Combination, and, by a joinder agreement, Dan Weintraub in the capacity as representative of”

Maison Solutions Inc. completed an acquisition involving Meng Truong and Paulina Truong for approximately $22.2 million (closed 2024-04-08).

“Lee Lee (“Lee Lee”) from the Sellers (the “Transaction”). Pursuant to the Purchase Agreement, Purchaser agreed to pay to the Sellers an aggregate purchase price of approximately $22.2 million, subject to certain adjustments as set forth in the Purchase Agreement, consisting of: (i) $7.0 million in cash paid immediately at the closing of the Transaction, and (ii) a”

Nuvation Bio Inc. completed an acquisition involving AnHeart Therapeutics, Ltd. (closed 2024-04-09).

“On April 9, 2024, the Company completed its previously announced acquisition (the “Acquisition”) of AnHeart Therapeutics, Ltd.”

ASHFORD HOSPITALITY TRUST INC completed a disposition involving Beantown Hotel Owner LLC for $171 million in cash (closed 2024-04-09).

“On April 9, 2024, PIM Boston Back Bay LLC and PIM TRS Boston Back Bay LLC (the "Sellers"), indirect, wholly-owned subsidiaries of Ashford Hospitality Trust, Inc. (the "Company"), completed the sale of the Hilton Boston Back Bay hotel pursuant to an Agreement of Purchase and Sale, dated as of January 29, 2024, by and between the Sellers and Beantown Hotel Owner LLC, for $171 million in cash, subject to customary pro-rations and adjustments.”

Meridian Holdings Inc./NV completed an acquisition involving Aleksandar Milovanović, Zoran Milosevic and Snežana Božović (closed 2024-04-09).

“On April 9, 2024, the Purchase was completed and we acquired 100% of the Meridian Companies, effective for all purposes as of April 1, 2024.”

Eagle Bulk Shipping Inc. underwent a change of control involving Star Bulk Carriers Corp. for 2.6211 common shares of Star Bulk Common Stock (closed 2024-04-09).

“Stock held by Eagle, Star Bulk, Merger Sub or any of their respective direct or indirect wholly owned subsidiaries) will be automatically converted into the right to receive 2.6211 common shares (the “ Exchange Ratio ”) of Star Bulk (the “ Star Bulk Common Stock ”) and any cash payable in respect of fractional shares. Each Eagle restricted share and Eagle”

Societal CDMO, Inc. underwent a change of control involving CoreRx, Inc. for $1.10 per Share (closed 2024-04-08).

“Purchaser commenced a tender offer to acquire all of the issued and outstanding shares of common stock, par value $0.01 per share, of the Company (the “ Shares ”), for $1.10 per Share (the “ Offer Price ”), in cash, subject to any applicable withholding of taxes and without interest, upon the terms and subject to the conditions set forth in the Offer”

EBIX INC completed a disposition involving Zinnia Distributor Solutions, LLC for $386.5 million (closed 2024-04-01).

“thereby completing the disposition of the aforementioned assets on April 1, 2024. In connection with the sale of the NA L&A Assets, the adjusted preliminary Purchase Price of $386.5 million was paid by the Purchaser and the net proceeds were (i) used to pay down the drawn DIP (including the “rolled up” portion of the pre-petition DIP) in the amount of approximately”

Vemanti Group, Inc. underwent a change of control involving Asian Star Trading & Investment Pte. Ltd., Hoang Van Nguyen for issuance of 40,000,000 shares of Series A Preferred Stock and 9,200,000 shares of Series B Preferred Stock (closed 2024-04-01).

“As more fully described in Item 1.01 above, as consideration for all of the equity interests in VinHMS the Company issued (i) forty million (40,000,000) shares of Series A Preferred Stock in the aggregate to the Shareholders, consisting of fourteen million (14,000,000) shares to Mr. Nguyen and twenty-six million (26,000,000) shares to Asian Star; and (ii) nine million two hundred thousand (9,200,000) shares of Series B Preferred Stock to the Shareholders, with three million two hundred and twenty thousand (3,220,000) shares to Mr. Nguyen and five million nine hundred and eighty thousand (5,980,000) shares to Asian Star.”

White River Energy Corp. completed an acquisition involving Lion Vista Global Ventures LLC for $2,000,000, less $350,000 the Company previously advanced (closed 2024-04-01).

“stockholder. Under the terms of the APA, White River Native purchased assets consisting of limited partner interests in two limited partnerships from Lion Vista for $2,000,000, less $350,000 the Company previously advanced. Truuli is an early stage company engaged in the business of providing environmental consulting and other services related to”

White River Energy Corp. completed an acquisition involving Truuli Environmental Inc. for 5,500,000 newly issued shares of the Company’s common stock and any additional shares of the Company’s common stock in lieu of fractional shares; and (ii) $1,50 (closed 2024-04-01).

“of Truuli common stock issued and outstanding immediately prior to the effective time of the Merger Agreement was converted into the right to receive a pro rata portion of (i) 5,500,000 newly issued shares of the Company’s common stock and any additional shares of the Company’s common stock in lieu of fractional shares; and (ii) $1,500,000. Up to 1,000,000 shares”

NGM BIOPHARMACEUTICALS INC underwent a change of control involving Atlas Neon Parent, Inc. (affiliate of The Column Group, LP) for $1.55 per share in cash (closed 2024-04-05).

“all of the Company’s outstanding shares of common stock, par value $0.001 per share (the “ Common Stock ”), other than the Rollover Shares (as defined below), in exchange for $1.55 per share of Common Stock in cash (the “ Offer Price ”), subject to and in accordance with the terms and conditions as set forth in the Offer to Purchase, dated March 8, 2024 (as”

ATHERSYS, INC / NEW completed a disposition involving HEALIOS K.K. for $2,250,000.00 (closed 2024-04-03).

“the Debtors entered into the First Amendment to the Asset Purchase Agreement (the “Amendment”) with the Stalking Horse Bidder. The Amendment increased the Purchase Price to $2,250,000.00. The Company did not receive any other bids for the Purchased Assets pursuant to the approved bidding procedures, and the Debtors moved forward with seeking and obtaining”

Applied Digital Corp. completed a disposition involving Mara Garden City LLC (subsidiary of Marathon Digital Holdings, Inc.) for $87,328,675 (closed 2024-04-01).

“On April 1, 2024, the Transaction was consummated pursuant to the terms of the Purchase and Sale Agreement (the “Closing”). The purchase price payable by Mara Garden City to Rattlesnake Den I under the terms of the Purchase and Sale Agreement is $87,328,675 (the “Purchase Price”), plus additional consideration of $9,971,235 received by the Company at Closing in connection with the surrender of Marathon’s security deposits under its existing agreements with the Company.”

DZS INC. completed a disposition involving DASAN Networks, Inc. for approximately $48,000,000, consisting of $5,000,000 in cash, subject to certain adjustments, the elimination of approximately $34,000,000 in debt owed to DNI an (closed 2024-04-05).

“company, Dasan India Private Limited, an Indian company, and DZS Japan, Inc., a Japanese company (collectively, the “Target Companies”), for a purchase price of approximately $48,000,000, consisting of $5,000,000 in cash, subject to certain adjustments, the elimination of approximately $34,000,000 in debt owed to DNI and the retention at DNS of approximately”

COMMUNITY WEST BANCSHARES / underwent a change of control involving Central Valley Community Bancorp for 0.79 of a share of common stock of Central Valley for each share of Company common stock (closed 2024-04-01).

“Merger ”, and collectively with the Corporate Merger, the “ Mergers ”). Pursuant to the Merger Agreement, shares of Company common stock were converted into the right to receive 0.79 of a share of common stock of Central Valley for each share of Company common stock held immediately prior to the Effective Time of the Corporate Merger, with cash to be paid in”

3M CO completed a disposition involving Solventum Corporation for pro rata distribution of 80.1% of Solventum common stock to 3M stockholders (closed 2024-04-01).

“On April 1, 2024, 3M Company (“3M”) completed the previously announced separation of its health care business (the “Separation”) through the pro rata distribution of 80.1% of the issued and outstanding shares of common stock, par value $0.01 per share, of Solventum Corporation (“Solventum”) to 3M stockholders (the “Distribution”), in accordance with the Separation and Distribution Agreement, dated March 31, 2024, by and between 3M and Solventum, which is included as Exhibit 2.1 to this Current Report on Form 8-K.”

EVOME MEDICAL TECHNOLOGIES INC. completed a disposition involving EB Sports Corp. for $3,550,000 (closed 2024-04-01).

“the Purchaser agreed to purchase from the Seller all of the issued and outstanding membership interests owned by the Seller in Simbex LLC, a Delaware limited liability company (the " Membership Interests ") for a purchase price of $3,550,000”

Vroom, Inc. completed a disposition (closed 2024-03-29).

“On March 29, 2024, Vroom, Inc. (the “Company”) substantially completed the previously announced wind-down of the Company's ecommerce operations and used vehicle dealership business (the "Ecommerce Wind-Down").”

Traws Pharma, Inc. completed an acquisition involving Trawsfynydd Therapeutics, Inc. for 3,549,538 shares of common stock and 10,359.0916 shares of Series C Preferred Stock (closed 2024-04-01).

“shares of capital stock of Trawsfynydd immediately prior to the effective time of the First Merger, the Company issued to the stockholders of Trawsfynydd an aggregate of (A) 3,549,538 shares of common stock of the Company, par value $0.01 per share (the “Common Stock”) and (B) 10,359.0916 shares of Series C Preferred Stock (as defined and described below). Each”

GLOBAL TECHNOLOGIES LTD completed a disposition for $3,717,778 (closed 2024-03-26).

“On March 26, 2024 (the “Closing Date”), the Company closed on the sale of its commercial building located in Sylvester, Georgia for an aggregate cash purchase price of $3,717,778, subject to certain adjustments within the Purchase Agreement.”

XOMA Royalty Corp completed an acquisition involving Kinnate Biopharma Inc. for $2.5879 in cash per Share plus one non-transferable contractual contingent value right per Share (closed 2024-04-03).

“April 3, 2024, XOMA completed a tender offer to purchase all of Kinnate’s outstanding shares of common stock, par value $0.0001 per share (the “ Shares ”), in exchange for (i) $2.5879 in cash per Share (the “ Cash Amount ”), plus (ii) one non-transferable contractual contingent value right per Share (each, a “ CVR ” and each CVR together with the Cash Amount,”

Welsis Corp. underwent a change of control involving Skywest Pinnacle Limited (closed 2024-04-01).

“On March 13, 2024, Dusan Zindovic, the previous majority shareholder of Welsis Corp. (the “Company”), entered into a stock purchase agreement for the sale of 2,000,000 shares of Common Stock of the Company to Skywest Pinnacle Limited. The closing of the purchase and sale occurred on April 1, 2024.”

Zapata Quantum, Inc. underwent a change of control involving Andretti Acquisition Corp. (closed 2024-03-28).

“On March 28, 2024 (the “Closing Date”), the Business Combination was consummated (the “Closing”).”

Kinnate Biopharma Inc. underwent a change of control involving XOMA Corporation for $2.5879 in cash per Share plus one non-transferable contractual contingent value right per Share (closed 2024-04-03).

“3, 2024, Merger Sub completed a tender offer to purchase all of the Company’s outstanding shares of common stock, par value $0.0001 per share (the “Shares”), in exchange for (i) $2.5879 in cash per Share (the “Cash Amount”), plus (ii) one non-transferable contractual contingent value right per Share (each, a “CVR” and each CVR together with the Cash Amount, the”

Community West Bancshares underwent a change of control involving Central Valley Community Bancorp for 0.79 of a share of common stock of Central Valley for each share of Community West common stock (closed 2024-04-01).

“Community West Bancshares and Community West Bank, respectively. Pursuant to the Merger Agreement, holders of Community West common stock was converted into the right to receive 0.79 of a share of common stock of Central Valley for each share of Community West common stock held immediately prior to the Effective Time of the Mergers, with cash to be paid in”

Powerfleet, Inc. completed an acquisition involving MiX Telematics Limited for 0.12762 shares of Company Common Stock for each MiX Ordinary Share (closed 2024-04-02).

“ADSs”), from MiX Telematics shareholders in exchange for shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) at an exchange ratio of 0.12762 shares of Company Common Stock for each MiX Ordinary Share (and in the case of MiX ADSs, 3.19056 shares of Company Common Stock for each MiX ADS) (the “Scheme Consideration”)”

Landsea Homes Corp completed an acquisition involving Antares Acquisition, LLC for $185.0 million (closed 2024-04-01).

“the Company, Antares, and the individuals and entities identified in the Purchase Agreement as sellers (collectively, the “ Sellers ”), for an aggregate cash purchase price of $185.0 million, subject to certain adjustments as further described in the Purchase Agreement, as amended. The foregoing description of the Purchase Agreement is not complete and is qualified”

CapStar Financial Holdings, Inc. underwent a change of control involving Old National Bancorp for 1.155 shares of common stock, no par value, of Old National Common Stock (closed 2024-04-01).

“other than certain shares held by CapStar as treasury stock or shares owned by CapStar or Old National, was converted into the right to receive, without interest, (a) 1.155 shares of common stock, no par value, of Old National (“ Old National Common Stock ”) and (b) cash in lieu of fractional shares (such collective consideration is hereinafter”

Daseke, Inc. underwent a change of control involving TFI International Inc. for the Merger Consideration in accordance with the Merger Agreement (closed 2024-04-01).

“On April 1, 2024 (the “Closing Date”), pursuant to the terms of the Merger Agreement, Acquisition Sub merged with and into Daseke (the “Merger”), with Daseke surviving the Merger as an indirect, wholly owned subsidiary of Parent (the “Surviving Corporation”).”

Callon Petroleum Co underwent a change of control involving APA Corporation for 1.0425 shares of APA Common Stock per share of Callon Common Stock (closed 2024-04-01).

“were canceled and retired and ceased to exist, and no consideration was delivered in exchange therefor), was automatically converted into the right to receive, without interest, 1.0425 (the “Exchange Ratio”) shares of common stock, par value $0.625 per share, of APA (“APA Common Stock”). No fractional shares of APA Common Stock were issued in the Merger, and”

Atlantic Union Bankshares Corp completed an acquisition involving American National Bankshares Inc. for approximately $507 million (closed 2024-04-01).

“in lieu of fractional shares. Based on the closing price of Atlantic Union common stock of $35.31 on Thursday, March 28, 2024, the aggregate transaction value was approximately $507 million. “We are excited to have the American National team officially join Atlantic Union Bank,” said John C. Asbury, president and CEO of Atlantic Union. “Together, our banks have more”

AGCO CORP /DE completed an acquisition involving Trimble Inc. for $1.954 billion in cash (closed 2024-04-01).

“On April 1, 2024, pursuant to the terms of an Amended and Restated Sale and Contribution Agreement (the “ Agreement ”) among the AGCO Corporation (“ AGCO ”), Trimble Inc. (“ Trimble ”) and PTx Trimble, LLC, formerly known as Trimble Solutions, LLC (the “ Joint Venture ”), AGCO and Trimble completed (i) the contribution by Trimble to the Joint Venture of Trimble’s OneAg business, which is Trimble’s agricultural business, excluding certain Global Navigation Satellite System and guidance technologies, and an amount of cash, (ii) the contribution by AGCO to the Joint Venture of its interest in JCA Industries, LLC d/b/a JCA Technologies and an amount of cash, and (iii) the purchase by AGCO from Trimble of membership interests in the Joint Venture in exchange for the payment by AGCO to Trimble of $1.954 billion in cash, subject to customary working capital and other adjustments.”

TRIMBLE INC. completed a disposition involving AGCO Corporation for $1,954,000,000 in cash (closed 2024-04-01).

“Trimble its JCA Technologies business and $46,000,000 in cash, and (ii) Trimble will have sold an interest in PTx Trimble to AGCO and its subsidiaries for a purchase price of $1,954,000,000 in cash, subject to adjustments. As a result of the Transaction, Trimble will own fifteen percent (15%) of PTx Trimble, and AGCO, together with its wholly owned subsidiary Massey”

FINANCIAL INSTITUTIONS INC completed a disposition involving NFP Property & Casualty Services, Inc. for $27.0 million in cash (closed 2024-04-01).

“Pursuant to the terms of the Purchase Agreement, upon Closing, NFP paid $27.0 million in cash to the Company on April 1, 2024.”

SHENANDOAH TELECOMMUNICATIONS CO/VA/ completed an acquisition involving Horizon Acquisition Parent LLC for issuing 4,100,375 shares of Shentel’s common stock, no par value (“Common Stock”), to an investment fund managed by affiliates of GCM Grosvenor ... and paying $ (closed 2024-04-01).

“Subject to the terms and conditions of the Merger Agreement, on the Closing Date, Shentel acquired 100% of the outstanding equity interests of Horizon in exchange for (i) issuing 4,100,375 shares of Shentel’s common stock, no par value (“Common Stock”), to an investment fund managed by affiliates of GCM Grosvenor (“GCM Grosvenor”), which is one of the Sellers; and”

ZimVie Inc. completed a disposition involving ZEB Buyer, LLC for $375,000,000 (closed 2024-04-01).

“the Purchase Agreement, Purchaser or one of its affiliates acquired all of the issued and outstanding equity interests of the Transferred Entities. The gross purchase price was $375,000,000, comprised of $315,000,000 in cash, subject to certain customary adjustments as set forth in the Purchase Agreement, and $60,000,000 in the form of a subordinated promissory note”

2seventy bio, Inc. completed a disposition involving Regeneron Pharmaceuticals, Inc. for $5 million in cash (closed 2024-04-01).

“On April 1, 2024, the Company completed the transactions contemplated by the Asset Purchase Agreement (the “Asset Sale”) and Regeneron paid the Company $5 million in cash and assumed certain related liabilities.”

GCT Semiconductor Holding, Inc. underwent a change of control involving Concord Acquisition Corp III for $350 million (closed 2024-03-26).

“outstanding promissory notes issued by GCT that could be converted into shares of GCT common stock were so converted in accordance with their terms. The “Company Value” means $350 million, minus the amount of indebtedness of GCT immediately prior to the Closing, plus the amount of GCT’s cash and cash equivalents immediately prior to the Closing, plus the aggregate”