Mergers, acquisitions, and dispositions disclosed under 8-K Items 2.01/5.01.
Karuna Therapeutics, Inc. underwent a change of control involving Bristol-Myers Squibb Company for $330 in cash (closed 2024-03-18).
“parties, and (ii) shares of Karuna Common Stock for which appraisal rights have been properly exercised and perfected and not withdrawn) was converted into the right to receive $330 in cash (the “Merger Consideration”), without interest, and subject to any applicable withholding taxes. In addition, pursuant to the Merger Agreement, immediately prior to the”
BiomX Inc. completed an acquisition involving Adaptive Phage Therapeutics, Inc. (closed 2024-03-15).
“On March 15, 2024, BiomX Inc., a Delaware corporation (the “Company” or “BiomX”), completed its previously announced acquisition (the “Acquisition”) of Adaptive Phage Therapeutics, Inc., a Delaware corporation (“APT”), pursuant to that certain Agreement and Plan of Merger”
Turtle Beach Corp completed an acquisition involving FSAR Holdings, Inc. for consideration valued at $118 million, consisting of the issuance of 3.45 million shares of the Company’s common stock and approximately $79.9 million in cash, s (closed 2024-03-13).
“On March 13, 2024, Turtle Beach Corporation (the “Company”) entered into a merger agreement (the “Merger Agreement”) by and among Tide Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, Tide Acquisition Sub II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company, FSAR Holdings, Inc. (“FSAR”), a Delaware corporation, and PDP Holdings, LLC, a Delaware limited liability company (the “Seller”). Pursuant to the Merger Agreement, the Company acquired all the issued and outstanding equity of Performance Design Products, LLC, a directly-held subsidiary of FSAR (“PDP”), for consideration valued at $118 million, structured as a merger between a subsidiary of the Company and FSAR, the parent of PDP (the “Transaction”).”
BlackRock TCP Capital Corp. completed an acquisition involving BlackRock Capital Investment Corporation (closed 2024-03-18).
“On March 18, 2024, the Company completed its previously announced acquisition of BlackRock Capital Investment Corporation, a Delaware corporation (“BCIC”), pursuant to that certain Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 10, 2024”
SPLUNK INC underwent a change of control involving Cisco Systems, Inc. for $157.00 in cash (closed 2024-03-18).
“properly exercised appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware) automatically converted into the right to receive $157.00 in cash, subject to applicable withholding taxes (the “ Merger Consideration ”). The aggregate equity value of the Common Stock acquired by Parent was approximately $28 billion.”
BlackRock Capital Investment Corp underwent a change of control involving BlackRock TCP Capital Corp. for 0.3834 shares of TCPC’s common stock (closed 2024-03-18).
“with the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of the Company’s common stock was converted into the right to receive 0.3834 shares of TCPC’s common stock (with the Company’s stockholders receiving cash in lieu of fractional shares of TCPC’s common stock). As a result of the Merger, TCPC issued an”
Nature's Miracle Holding Inc. completed an acquisition involving Nature's Miracle, Inc. (closed 2024-03-11).
“on March 11, 2024 (the "Closing Date"), Lakeshore merged with and into LBBB Merger Corp. (the "Company"), a Delaware corporation formed for the sole purpose of reincorporating Lakeshore into the State of Delaware (the "Reincorporation"), with the Company surviving, and immediately after the Reincorporation, the Merger Sub merged with and into Nature's Miracle, with Nature's Miracle surviving the Merger as a wholly-owned subsidiary of the Company (the "Merger" and, together with the other transactions described in the Merger Agreement, the "Business Combination").”
FiscalNote Holdings, Inc. completed a disposition involving Exec Connect Intermediate LLC for total value of $103.0 million, consisting of $95.0 million in cash at closing and a potential earnout opportunity of up to $8.0 million (closed 2024-03-11).
“(the “ Purchase Agreement ”) with Exec Connect Intermediate LLC (the “ Buyer ”), providing for the sale of the equity in FiscalNote Boards LLC to the Buyer for a total value of $103.0 million, consisting of $95.0 million in cash at closing and a potential earnout opportunity of up to $8.0 million. The stated purchase price is subject to adjustments based on”
XTI Aerospace, Inc. completed an acquisition involving XTI Aircraft Company for 7,843,668 shares of XTIA common stock; assumed options and warrants (closed 2024-03-12).
“Split”). At the Effective Time, pursuant to the Merger Agreement, the shares of XTI common stock outstanding immediately prior to the Effective Time became the right to receive 7,843,668 shares of XTIA common stock, and the options and warrants to purchase shares of XTI common stock outstanding immediately prior to the Effective Time were assumed by the Company”
XTI Aerospace, Inc. underwent a change of control involving XTI Aircraft Company for 7,843,668 shares of XTIA common stock (closed 2024-03-12).
“Split”). At the Effective Time, pursuant to the Merger Agreement, the shares of XTI common stock outstanding immediately prior to the Effective Time became the right to receive 7,843,668 shares of XTIA common stock, and the options and warrants to purchase shares of XTI common stock outstanding immediately prior to the Effective Time were assumed by the Company”
PSQ Holdings, Inc. completed an acquisition involving Credova Holdings, Inc. for 2,920,993 newly-issued shares of Class A Common Stock (closed 2024-03-13).
“Common Stock”), delivered to the Credova stockholders at the Closing (“Credova Stockholders”). Merger Consideration As consideration for the Merger, Credova stockholders received 2,920,993 newly-issued shares of Class A Common Stock (the “Consideration Shares”). A number of Consideration Shares equal to ten percent (10%) of the Consideration Shares (the “Escrow”
Proterra Inc underwent a change of control (closed 2024-03-13).
“On the Effective Date, all of the Second Lien Convertible Notes Claims and equity interests in the Company were cancelled.”
Hess Midstream LP completed an acquisition involving HINDL and GIP for approximately $100 million (closed 2024-03-14).
“B Units”) and (b) GIP 1,757,511 Class B Units (such Class B Units subject to the Repurchase Agreement, the “Repurchased Units”) for an aggregate purchase price of approximately $100 million (the “Repurchase Transaction”). The Repurchase Transaction was consummated on March 14, 2024. The purchase price per Class B Unit was $35.50, the closing price of the Class A”
Medalist Diversified, Inc. completed a disposition involving an unaffiliated purchaser for $13,000,000 (closed 2024-03-13).
“into the same agreement to sell its 16% tenant-in-common interest. On March 13, 2024, the Company completed the sale of the Hanover Square Property. The property sold for $13,000,000. After credits for repairs of $85,000, retiring the mortgage payable of $9,511,030, and payment of closing costs, the Company realized approximately $2,520,000 in net cash from”
GridAI Technologies Corp. completed an acquisition involving ImmunogenX, Inc. (closed 2024-03-13).
“On March 13, 2024, the Company completed its business combination with ImmunogenX.”
La Rosa Holdings Corp. completed an acquisition involving La Rosa Realty Georgia LLC and the two selling members for $516,450.38, which was settled by the issuance of an aggregate of 276,178 unregistered shares of the Company’s common stock to the Selling Members based on $1.8 (closed 2024-03-07).
“the Company, Realty Georgia and the two selling members (the “ Selling Members ”) of Realty Georgia (the “ Transaction ”). The purchase price for the Membership Interests was $516,450.38, which was settled by the issuance of an aggregate of 276,178 unregistered shares of the Company’s common stock to the Selling Members based on $1.87 per share, the closing price”
GameSquare Holdings, Inc. completed an acquisition involving FaZe Holdings Inc. for 0.13091 share of GameSquare Common Stock per share of FaZe Common Stock (closed 2024-03-07).
“Time (other than shares held in treasury by FaZe or held directly by GameSquare or Merger Sub (which such shares were cancelled)) was converted into the right to receive 0.13091 (the “ Exchange Ratio ”) of a fully paid non-assessable share of common stock, par value $0.0001 per share, of GameSquare (the “ GameSquare Common Stock ”) and, if applicable,”
CONDUENT Inc completed a disposition involving HealthEquity, Inc. for $425 million (closed 2024-03-07).
“in the Purchase Agreement. The Purchase Agreement provides that HealthEquity will, over the course of the several Conversion Dates, pay to CBS an aggregate purchase price of $425 million (the "Purchase Price"), subject to a purchase price adjustment following the Final Conversion Date based on the amount of HSA and MSA assets actually transferred, as”
Sovos Brands, Inc. underwent a change of control involving Campbell Soup Company (closed 2024-03-12).
“the completion on March 12, 2024 of the transactions contemplated by the previously announced Agreement and Plan of Merger”
Science 37 Holdings, Inc. underwent a change of control involving eMed, LLC for $5.75 per Share (closed 2024-03-12).
“2024, Merger Sub commenced a cash tender offer for all of the Company’s outstanding shares of common stock, par value $0.0001 per share (“ Shares ”), at a purchase price of $5.75 per Share (the “ Offer Price ” ), net to the seller in cash, without interest, subject to any required withholding of taxes, upon the terms and subject to the conditions set forth”
TransMedics Group, Inc. completed an acquisition involving Evans General Aviation, LLC for approximately $12.5 million (closed 2024-03-08).
“on March 8, 2024, the Buyer acquired a fixed-wing aircraft from Evans General Aviation, LLC for a purchase price of approximately $12.5 million (together with the Prior Acquisitions, the “Acquisitions”).”
Epsilon Energy Ltd. completed an acquisition involving Pradera Fuego, LP for $15 million (closed 2024-02-27).
“On February 27, 2024, the Company closed on an acquisition of assets in the Permian Basin, Ector County, Texas. The assets, acquired from Pradera Fuego, LP, include a 25% working interest in 3 producing wells and 3,246 gross undeveloped acres. The effective date for the transaction was (i) February 1, 2024 with respect to the leases and (ii) March 1, 2024 with respect to the wells. The total consideration paid was $15 million, funded from cash on-hand.”
CAMPBELL'S Co completed an acquisition involving Sovos Brands, Inc. for $23.00 per share in cash (closed 2024-03-12).
“prior to the Effective Time and (iii) any dissenting Sovos Common Stock) was canceled and automatically converted into the right to receive an amount in cash equal to $23.00 per share of Sovos Common Stock, without interest (the “ Merger Consideration ”). In addition, at the Effective Time: · Each restricted share of Sovos Common Stock that was”
INTEST CORP completed an acquisition involving Mauro Arigossi and Elettra S.S. for approximately €20 million (closed 2024-03-12).
“all of the outstanding capital shares of Alfamation. Pursuant to the Purchase Agreement, the Buyer agreed to pay to the Sellers an aggregate base purchase price of approximately €20 million comprised of: (i) approximately €18 million in cash; and (ii) 187,432 shares of common stock of the Company, par value $0.01 (the “Shares”); and an additional approximately €542”
Organic Agricultural Co Ltd underwent a change of control involving Wu Zhiwei for Purchased 15,000,000 shares for 1,500,000 Renminbi ($211,208) cash, and obtained voting control over an additional 10,180,800 shares via a consensus action agre (closed 2024-03-05).
“purchase price and promised to pay the remainder of the purchase price no later than October 16, 2024. The source of the funds paid by Chuangyi has been its working capital. ● 15,000,000 shares purchased by Wu Zhiwei from Hao Shuping on March 5, 2024 for a purchase price of 1,500,000 Renminbi (U.S.$211,208) cash paid from Wu Zhiwei’s personal funds. ● 10,180,800”
Harpoon Therapeutics, Inc. underwent a change of control involving Merck Sharp & Dohme LLC (closed 2024-03-11).
“On March 11, 2024 (the “Closing Date”), Merck Sharp & Dohme LLC, a New Jersey limited liability company (“Merck”), completed the previously announced acquisition of Harpoon Therapeutics, Inc., a Delaware corporation (“Harpoon”), pursuant to the Agreement and Plan of Merger, dated as of January 7, 2024 (the “Merger Agreement”), by and among Harpoon, Merck, and Hawaii Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Merck (“Merger Sub”).”
ASHFORD HOSPITALITY TRUST INC completed a disposition involving PEG Properties, LLC for $19.2 million in cash (closed 2024-03-06).
“the Company’s indirect, wholly owned subsidiary, Ashford Salt Lake Limited Partnership (“Seller”), completed the sale of the Residence Inn Salt Lake City pursuant to an Agreement of Purchase and Sale, dated as of December 14, 2023, by and between Seller and PEG Properties, LLC, for $19.2 million in cash, subject to customary pro-rations and adjustments.”
DOMINION ENERGY, INC completed a disposition involving Enbridge Elephant Holdings, LLC for approximately $4.3 billion in cash, subject to post-closing adjustments, and the assumption by Purchaser of approximately $2.3 billion of related long-term debt (closed 2024-03-06).
“in and to all of the issued and outstanding shares of capital stock in the Company. At the closing of the Transaction, Purchaser provided total consideration of approximately $4.3 billion in cash, subject to post-closing adjustments, and the assumption by Purchaser of approximately $2.3 billion of related long-term debt, totaling a value of $6.6 billion for the”
Ambrx Biopharma, Inc. underwent a change of control involving Johnson & Johnson for $28.00 per share (closed 2024-03-07).
“pursuant to the Merger Agreement and Company Shares with respect to which appraisal rights had been exercised) was converted into the right to receive cash in an amount equal to $28.00 per share (the “ Merger Consideration ”), without interest and less any applicable withholdings. Pursuant to the Merger Agreement, at the Effective Time: • Each option to purchase”
Vistra Corp. completed an acquisition involving Energy Harbor Corp. for 85% of equity interests in Vistra Vision in the form of Class A units, with Class B Members holding 15% (closed 2024-03-01).
“), by and among Vistra Operations Company, LLC, a Delaware limited liability company (“ Parent ”) and an indirect wholly owned subsidiary of Vistra, Black Pen Inc., a Delaware corporation (“ Merger Sub ”) and an indirect wholly-owned subsidiary of Parent, and Energy Harbor Corp., a Delaware corporation (“ Energy Harbor ”), pursuant to which, among other things, Merger Sub merged with and into Energy Harbor (the “ Merger ”), with Energy Harbor continuing as the surviving entity following the completion of the Merger (the “ Surviving Corporation ”).”
TRIUMPH GROUP INC completed a disposition involving AAR Corp. for $725 million (closed 2024-03-01).
“the “Sellers”), and AAR Corp., a Delaware corporation (“Buyer”), occurred on March 1, 2024. In connection therewith, the Sellers sold the Product Support business to Buyer for $725 million in cash, subject to customary adjustments set forth in the Agreement. The foregoing description of the Agreement and the transactions contemplated thereby does not purport to be”
Clarus Corp completed a disposition involving Bullseye Acquisitions, LLC, an affiliate of JDH Capital Company for $175 million (closed 2024-02-29).
“the Company and Seller agreed to sell all of the equity associated with the Company’s Precision Sport segment, which is comprised of the Company’s subsidiaries Sierra and Barnes to the Buyer for a purchase price of $175 million”
Kinetic Seas Inc. underwent a change of control involving Edward Honour, Jeffrey Lozinski, Joseph Lehman, Robert Jackson (closed 2023-12-14).
“the New Directors and their affiliates acquired an aggregate of 22,600,000 Shares of common stock in the offering. As a result of the acquisition, the New Directors obtained control of 84% of issued and outstanding common shares of the Company at the time.”
DLT Resolution Inc. completed an acquisition involving Ciscom Corp. for 11,421,401 restricted common shares (closed 2024-03-02).
“On March 2, 2024 DLT Resolution Inc. (or “The Company”) acquired an additional 22.15% of the issued capital of Ontario Canada’s Ciscom Corp. becoming the largest shareholder with 42.05% of Ciscom Corp. The Company issued 11,421,401 restricted common shares in the acquisition.”
Scienture Holdings, Inc. completed a disposition involving Superlatus Foods Inc. for $1.00 (closed 2024-03-05).
“arch 5, 2024, the Company entered in a Stock Purchase Agreement (“SPA”) with Superlatus Foods Inc. (the “Buyer”). Pursuant to the SPA, the Company sold all of the issued and outstanding stock (the “Stock”) of Superlatus Inc., a Delaware”
Atlas Energy Solutions Inc. completed an acquisition involving Hi-Crush Inc. for cash consideration of $140.1 million, 9.7 million shares of Atlas’s Common Stock, and a secured PIK toggle seller note in an initial aggregate principle amount (closed 2024-03-05).
“pursuant to which Atlas acquired substantially all of Hi-Crush’s Permian Basin proppant production and logistics businesses and operations in exchange for (i) cash consideration of $140.1 million, (ii) 9.7 million shares of Atlas’s Common Stock”
TALOS ENERGY INC. completed an acquisition involving QuarterNorth Energy Inc. for approximately $1.27 billion (closed 2024-03-04).
“as defined herein, which resulted in Talos issuing 24,349,452 shares of Talos common stock, par value $0.01 per share (the “Talos Common Stock”) and paying approximately $1.27 billion, in the aggregate at closing. Registration Rights Agreement On the Closing Date, Talos entered into a Registration Rights Agreement (the “Registration Rights Agreement”), with”
Sonendo, Inc. completed a disposition involving Valsoft Corporation Inc. and Aspire USA LLC for approximately $16.0 million, with $15.0 million paid upon the Effective Date and the balance due in approximately 12 months (closed 2024-03-01).
“On March 1, 2024 (the “Effective Date”), TDO Software, Inc., a California corporation (“TDO”) and a wholly-owned subsidiary of Sonendo, Inc. (the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) by and among TDO, Valsoft Corporation Inc., a Quebec corporation (“Valsoft”), and Aspire USA LLC, a Delaware limited liability company and affiliate of Valsoft (together with Valsoft, the “Purchasers”), pursuant to which TDO agreed to sell to the Purchasers specified assets relating to the Company’s Software Segment assets comprised of TDO Software, the Company’s end-to-end practice management software for the endodontic industry (the “Business”), and the Purchasers agreed to assume certain liabilities relating to such business (the “Transaction”). As consideration for the Transaction, the Purchasers agreed to pay TDO approximately $16.0 million, with $15.0 million paid upon the Effective Date and the balance due in approximately 12 months pursuant to the terms of”
Black Bird Biotech, Inc. underwent a change of control involving Nelson W. Grist (closed 2024-03-15).
“Upon the closing of the Series A Agreements, which is expected to occur on or after March 15, 2024.”
Troika Media Group, Inc. completed a disposition involving BTC Converge Buyer LLC for aggregate consideration of not less than $83,849,285.36 (closed 2024-03-01).
“”), providing for the Asset Sale, whereby BTC agreed to purchase the Purchased Assets (as defined in the Asset Purchase Agreement) for aggregate consideration of not less than $83,849,285.36, consisting of (1) a credit bid equal to (x) an amount up to all outstanding obligations under the DIP Credit Facility (as defined in the Asset Purchase Agreement) but not less”
MODINE MANUFACTURING CO completed an acquisition involving Olympic International Agencies Ltd. for $257.0 million (CDN), or approximately $191 million (US), on a cash-free, debt-free basis (closed 2024-03-01).
“and Modine. As a result of the transaction, the Corporation is a wholly-owned subsidiary of Purchaser. The aggregate purchase price paid by the Company to the Seller Parent was $257.0 million (CDN), or approximately $191 million (US), on a cash-free, debt-free basis. A portion of the consideration will be held in escrow pending certain post-closing working capital”
Sizzle Acquisition Corp. underwent a change of control involving Critical Metals Corp. (Pubco) for each outstanding share of common stock of Sizzle was converted into the right to receive one Pubco Ordinary Share (closed 2024-02-27).
“On February 27, 2024 (the “Closing Date”), Sizzle Acquisition Corp., a Delaware corporation (“Sizzle”) and European Lithium Limited, an Australian public company limited by shares (ASX: EUR) (“European Lithium”) consummated (the “Closing”) the previously announced business combination (the “Business Combination”), pursuant to that certain Agreement and Plan of Merger, dated as of October 25, 2022 (as amended on January 4, 2023, July 7, 2023 and November 17, 2023, and as amended and supplemented from time to time, the “Business Combination Agreement”) by and among Sizzle, European Lithium, European Lithium AT (Investments) Limited, a BVI business company incorporated in the British Virgin Islands and a direct, wholly owned subsidiary of European Lithium (“EUR BVI”), Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands (“Pubco”) and Project Wolf Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Pubco (“Merger Sub”).”
Hilton Grand Vacations Inc. completed an acquisition involving Bluegreen Vacations Holding Corporation (closed 2024-01-16).
“the completion of the previously announced acquisition of Bluegreen Vacations Holding Corporation., a Florida corporation (“BVH”) and its subsidiaries, pursuant to the Agreement and Plan of Merger, dated as of November 5, 2023, as amended”
Coherus Oncology, Inc. completed a disposition involving Sandoz Inc. for upfront, all-cash consideration of $170.0 million plus an additional $17.8 million for CIMERLI product inventory and prepaid manufacturing assets (closed 2024-03-01).
“On March 1, 2024, the Company completed the previously announced divestiture of its CIMERLI® (ranibizumab-eqrn) ophthalmology franchise through the sale of its subsidiary, Coherus Ophthalmology LLC, to Purchaser (the “Disposition”) for upfront, all-cash consideration of $170.0 million plus an additional $17.8 million for CIMERLI product inventory and prepaid manufacturing assets.”
WAFD INC completed an acquisition involving Luther Burbank Corporation for 0.3353 shares of WaFd Common Stock per share of LBC Common Stock, totaling approximately 17,088,993 shares of WaFd Common Stock (closed 2024-03-01).
“at the Effective Time, each share of common stock, no par value, of Luther Burbank (“LBC Common Stock”) outstanding immediately prior to the Effective Time converted into 0.3353 shares of the Company’s common stock, par value $1.00 per share (“WaFd Common Stock”), with cash (without interest) paid in lieu of fractional shares (the “Merger Consideration”).”
Red Cat Holdings, Inc. completed a disposition involving Unusual Machines, Inc. for $20 million (closed 2024-02-16).
“Advisors, Inc. Consideration for Sale of Consumer Division Under the SPA The total consideration received by the Company for its sale of Rotor Riot and Fat Shark was valued at $20 million, and consisted of the following elements: · $1 million in cash, which was paid from the proceeds of UMAC’s initial public offering; · $2 million in the form of a promissory note”
BigBear.ai Holdings, Inc. completed an acquisition involving Pangiam Ultimate Holdings, LLC for 61,838,072 shares of BBAI common stock (closed 2024-02-29).
“together with the First Merger, the “Mergers”). As consideration for the Mergers and the related transactions contemplated by the Merger Agreement, BBAI issued a total of 61,838,072 shares of BBAI common stock, $0.0001 per share (the “Common Stock”) to Seller (based on a price per share of Common Stock of $1.3439 which represents the 20-day volume-weighted”
Near Intelligence, Inc. completed a disposition involving BTC Near Holdco LLC (closed 2024-03-01).
“On March 1, 2024, the Company and Blue Torch consummated the Sale Transaction.”
Kinnate Biopharma Inc. completed a disposition involving Pierre Fabre Médicament, SAS for up to $31.0 million, consisting of $500,000 at closing (closed 2024-02-27).
“exarafenib and other pan-RAF assets and will assume 100% of the ongoing program and costs associated with these assets. The Company will receive a total consideration of up to $31.0 million, consisting of $500,000 at closing, and an additional $30.5 million contingent upon the earlier of (i) the dosing of the first patient in the first pivotal trial for exarafenib”
AAR CORP completed an acquisition involving Triumph Group, Inc. and other sellers for $725.0 million (closed 2024-03-01).
“On March 1, 2024, the Company completed the Triumph Product Support Business Acquisition pursuant to the SAPA for a purchase price of $725.0 million, subject to customary adjustments as set forth in the SAPA.”
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.