M&A Transactions

Physicians Realty Trust completed an acquisition involving Healthpeak Properties, Inc. for 0.674 shares of Healthpeak common stock per Physicians Realty Trust common share (closed 2024-03-01).

“Common Shares ”) (other than Physicians Realty Trust Common Shares to be canceled in accordance with the Merger Agreement), automatically converted into the right to receive 0.674 (the “ Exchange Ratio ”) validly issued, fully paid and non-assessable shares of Healthpeak common stock, par value $1.00 per share (“ Healthpeak Common Stock ”) (the “ Merger”

Luther Burbank Corp underwent a change of control involving WaFd, Inc. for 0.3353 shares of WaFd common stock per share (closed 2024-02-29).

“Merger Agreement, each share of Luther Burbank common stock, no par value per share (“ LBC Common Stock ”), outstanding immediately prior to the Effective Time was converted into 0.3353 shares of WaFd common stock, par value $1.00 per share (“ WaFd Common Stock ”), with an amount in cash, without interest, to be paid in lieu of fractional shares (the “ Merger”

FG Group Holdings Inc. underwent a change of control involving FG Financial Group, Inc. (closed 2024-02-29).

“On February 29, 2024, FG Financial Group, Inc., a Nevada corporation (“FGF”), and FG Group Holdings Inc., a Nevada corporation (the “Company” or “FGH”), completed the previously announced merger transaction pursuant to the Plan of Merger, dated as of January 3, 2024 (the “Merger Agreement”), by and among the Company, FGF and FG Group LLC, a Nevada limited liability company and wholly owned subsidiary of FGF (the “Merger Sub”).”

TITAN INTERNATIONAL INC completed an acquisition involving The Carlstar Group, LLC for approximately $127.5 million cash and $168.7 million of Titan common stock (11,921,766 shares based on a volume-weighted average share price of $14.43 per share (closed 2024-02-29).

“which Holdings acquired all of the equity interest of Carlstar (the “ Transaction ”) for a total purchase price of approximately $296.2 million, consisting of approximately $127.5 million of cash (the “ Cash Consideration ”) and $168.7 million of the Company’s common stock (11,921,766 shares based on a volume-weighted average share price of $14.43 per share) (the”

FG Nexus Inc. underwent a change of control involving FG Group Holdings Inc. (closed 2024-02-29).

“FG Financial Group, Inc., a Nevada corporation (“FGF” or the “Company”), and FG Group Holdings Inc., a Nevada corporation (“FGH”), completed the previously announced merger transaction pursuant to the Plan of Merger, dated as of January 3, 2024 (the “Merger Agreement”), by and among the Company, FGH and FG Group LLC, a Nevada limited liability company and wholly owned subsidiary of FGF (the “Merger Sub”).”

DLT Resolution Inc. completed an acquisition involving Ciscom Corp. for 10,261,214 restricted common shares (closed 2024-02-14).

“Ciscom Corp. is publicly traded and listed on the Canadian Securities Exchange as well as the US OTCQB Market. symbols (CSE:CISC)(OTCQB:CISCF) respectively. The Company issued 10,261,214 restricted common shares in the acquisition.”

Arcadium Lithium plc completed an acquisition involving Livent Corporation for Not specified in excerpt (closed 2024-01-04).

“both Livent and Allkem became wholly owned subsidiaries of Arcadium pursuant to the Transaction Agreement”

Arcadium Lithium plc completed an acquisition involving Allkem Limited for One Arcadium CHESS Depositary Instrument (CDI) or one Arcadium ordinary share per Allkem share (closed 2024-01-04).

““Livent”), Allkem Limited, an Australian public company limited by shares (“Allkem”), Arcadium, a public limited”

CERO THERAPEUTICS HOLDINGS, INC. underwent a change of control involving Phoenix Biotech Acquisition Corp. (PBAX) for Issuance of 8,457,653 shares of Common Stock (including 3,075,000 Earnout Shares and 382,653 shares issuable upon exercise of rollover options or warrants) (closed 2024-02-14).

“the earlier of such forfeiture or the expiration of the earnout period. As consideration for the Business Combination, the Company issued to CERo stockholders an aggregate of 8,457,653 shares of Common Stock, including 3,075,000 Earnout Shares and 382,653 shares issuable upon exercise of rollover options or warrants. The foregoing description of the Business”

ROVER GROUP, INC. underwent a change of control involving Blackstone Inc. for $11.00 per share in cash (closed 2024-02-27).

“Time”), each issued and outstanding share of Rover’s Class A common stock, par value $0.0001 per share (“Common Stock”), was canceled and converted into the right to receive $11.00 in cash, without interest and subject to any applicable tax withholdings (the “Merger Consideration”), subject to certain exceptions set forth in the Merger Agreement. nto the”

Onconetix, Inc. completed an acquisition involving Proteomedix AG for share exchange (closed 2023-12-15).

“the Company consummated a share exchange transaction (the “ Share Exchange ”) with Proteomedix on December 15, 2023.”

Cenntro Inc. underwent a change of control involving Cenntro Electric Group Limited (closed 2024-02-27).

“On February 27, 2024 (the “ Implementation Date ”), the redomiciliation of Cenntro Electric Group Limited”

Samsara Luggage, Inc. completed an acquisition involving Ilustrato Pictures International, Inc. for 350,000 restricted shares of Series B stock (closed 2024-02-23).

“by ILUS as the Emergency Response Technologies “ERT. The consideration for the sale of the equity interests in the foregoing companies was paid by the Company by issuing to ILUS 350,000 restricted shares of Series B stock (the “Shares”) and further milestone payment/s should applicable performance targets referenced in Exhibit B be achieved. As a result, ILUS”

BLOOMIA HOLDINGS, INC. completed an acquisition involving Botman Bloembollen B.V., W.F. Jansen, H.J. Strengers for approximately $47.5 million (closed 2024-02-22).

“minus debt and other liabilities. After accounting for interim developments after the valuation date, the U.S. Subsidiary paid cash closing consideration totaling approximately $47.5 million. The U.S. Subsidiary funded the closing payments through: (i) approximately $22.8 million aggregate borrowings under the Credit Agreement (as defined below); (ii) $12.8 million”

RayzeBio, Inc. underwent a change of control involving Bristol-Myers Squibb Company for $62.50 per Share in cash (closed 2024-02-26).

“Purchaser commenced a tender offer to acquire all of the outstanding shares of common stock of the Company, par value $0.0001 per share (the “ Shares ”), at an offer price of $62.50 per Share in cash (the “ Offer Price ”), without interest, subject to any applicable withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to”

iBio, Inc. completed a disposition involving Otsuka Pharmaceutical Co., Ltd. for $1,000,000 paid at closing (closed 2024-02-25).

“and assumed, all intellectual property rights directly related to the Company’s PD-1 agonist assets (the “PD-1 Assets”) developed or held for development in consideration of $1,000,000 paid at closing (the “Closing Consideration”). The Purchase Agreement also provides for a potential contingent payment of $2,500,000 upon the achievement of specified”

La Rosa Holdings Corp. completed an acquisition involving La Rosa Realty Winter Garden LLC and the two selling members for $352,204.25 (closed 2024-02-21).

“Agreement”), by and among the Company, Winter Garden and the two selling members of Winter Garden (the “Selling Members”). The purchase price for the Membership Interests was $352,204.25, which was settled by the issuance of an aggregate of 268,858 unregistered shares of the Company’s common stock to the Selling Members based on $1.31 per share, the closing price”

XTI Aerospace, Inc. completed a disposition involving Grafiti Group LLC for $1,000,000 (closed 2024-02-21).

“Inpixon Limited. Pursuant to the Equity Purchase Agreement, Purchaser will purchase from Inpixon 100% of the equity interest in Grafiti LLC for a minimum purchase price of $1,000,000 paid in two annual cash installments of $500,000 due within 60 days after December 31, 2024 and 2025. The purchase price and annual cash installment payments will be (i) increased”

Hypha Labs, Inc. completed a disposition involving DPL NV LLC for $2,300,000 (closed 2024-02-20).

“DPL NV LLC, a Nevada limited liability company (“Buyer”), pursuant to which Digipath Labs agreed to sell substantially all of its assets to Buyer for a cash purchase price of $2,300,000 (the “Purchase Price”). The Purchase Price was subject to adjustments at closing based on, among other things, the amount by which the working capital of Digipath Labs at the”

ASBURY AUTOMOTIVE GROUP INC completed an acquisition involving Jim Koons Dealerships / Jim Koons automotive dealerships group (closed 2023-12-11).

“On December 11, 2023, Asbury Automotive Group, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial Report”) with the Securities and Exchange Commission (the “SEC”) to report the completion of the acquisition by Asbury Automotive Group, LLC (“Purchaser”), a Delaware limited liability company and a wholly-owned subsidiary of Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), of substantially all of the assets, including all real property and businesses of the Jim Koons Dealerships (collectively, the “Businesses”) pursuant to a Purchase and Sale Agreement with various entities that comprise the Jim Koons automotive dealerships group (the “Transaction”).”

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”

Unusual Machines, Inc. completed an acquisition involving Red Cat Holdings, Inc. for $20 million (closed 2024-02-16).

“On February 16, 2024 (the "Closing Date"), Unusual Machines, Inc. (the "Company") acquired 100% of the equity of Fat Shark Holdings Ltd ("Fat Shark") and Rotor Riot LLC ("Rotor Riot") from Red Cat Holdings, Inc. ("Red Cat") in exchange for $20 million (the "Purchase Price") comprised of (i) $1.0 million in cash, (ii) a $2.0 million promissory note (the "Note") issued by the Company to Red Cat on the Closing Date, and (iii) $17.0 million of the Company’s common stock”

L Catterton Asia Acquisition Corp underwent a change of control involving Lotus Technology Inc. (closed 2024-02-22).

“On February 22, 2024 (the “ Closing Date ”), L Catterton Asia Acquisition Corp (“ SPAC ” or “ LCAA ”), an exempted company limited by shares incorporated under the laws of the Cayman Islands consummated its previously disclosed business combination (the “ Business Combination ”) in accordance with the terms of the First Amended and Restated Agreement and Plan of Merger, dated as of October 11, 2023”

Arculus System Co., Ltd. underwent a change of control involving Control Group (Lin Hsueh-Ching, Hsu Yu-Hsueh, Liu Pei-Ying, Yeh Yu-Ju and Yeh Hsin-Min) (closed 2024-02-15).

“Effective February 15, 2024, Hanna Selyska, the previous majority shareholder of Azzurro Solutions Corp. (the “Company”), entered into a stock purchase agreement for the sale of 3,000,000 shares of Common Stock of the Company to five accredited investors, Lin Hsueh-Ching, Hsu Yu-Hsueh, Liu Pei-Ying, Yeh Yu-Ju and Yeh Hsin-Min, each of whom is a citizen of Taiwan (the “Control Group”).”

Alternus Clean Energy, Inc. completed a disposition involving Theia Investment (Netherlands) 1 B.V. for approximately €6.5 million (approximately $7 million) (closed 2024-02-21).

“in the Company’s Current Report on Form 8-K filed on January 16, 2024. In exchange, Theia paid to Solis a Purchase Price (as defined in the Rilland SPA) of approximately €6.5 million (approximately $7 million). The foregoing description of the Rilland SPA does not purport to be complete and is qualified in its entirety by reference to the complete text of the”

BuzzFeed, Inc. completed a disposition involving Commerce Media Holdings, LLC for $108.6 million (closed 2024-02-21).

“terms of the Agreement, the Purchaser has purchased certain assets and assumed certain liabilities related to the business of Complex Networks for an aggregate purchase price of $108.6 million, which was paid in cash to the Seller at the Closing (as defined in the Agreement), which occurred on the same day as Seller and Purchaser entered into the Agreement. Pursuant to”

Shepherd's Finance, LLC completed an acquisition involving Mark L. Hoskins and Barrett Hoskins for approximately $3,892,000 (closed 2024-02-15).

“Barrett Hoskins 100% of the membership interests (the “Acquisition”) in 339 Justabout Land Co., LLC (“339”), a land development company, for a purchase price of approximately $3,892,000 (the “Purchase Price”). 339 was formed in 2022 and, in 2022, purchased a large tract of land in Peters Township, Washington County, Pennsylvania, a suburb of Pittsburgh. The”

Enovis CORP completed an acquisition involving Emil Holding II S.à r.l (closed 2024-01-03).

“on January 3, 2024, Enovis Corporation (the “Company” or “Enovis”) completed its previously announced acquisition of LimaCorporate S.p.A. (“Lima”) from Emil Holding II S.à r.l (“Seller”).”

BELLICUM PHARMACEUTICALS, INC completed a disposition involving The University of Texas M. D. Anderson Cancer Center for $8.1 million in cash (closed 2024-02-21).

“2023. Pursuant to the Asset Purchase Agreement, MDACC has acquired the Transferred Assets and assumed certain liabilities for a purchase price in an aggregate amount equal to $8.1 million in cash. The description of the Asset Purchase Agreement contained in this Current Report on Form 8-K is not complete and is qualified in its entirety by reference to the Asset”

Trinity Place Holdings Inc. completed an acquisition involving TPHS Investor LLC (closed 2024-02-14).

“On the Closing Date, the Company consummated the transactions contemplated by the Stock Purchase Agreement, including, among other things, (i) the issuance of 25,112,245 shares of common stock, par value $0.01 per share (the “ Common Stock ”) to the Company Investor, (ii) the entry by Company and the JV Investor into the JV Operating Agreement, and (iii) the entry by the JV and TPH Asset Manager into the Asset Management Agreement (collectively, the “ Transactions ”).”

DIH HOLDING US, INC. underwent a change of control involving Aurora Technology Acquisition Corp. for $250,000,000 in the form of newly-issued shares of New DIH Class A common stock valued at $10.00 per share (closed 2024-02-07).

“DIH with DIH as the surviving corporation of the transaction and becoming a wholly owned subsidiary of New DIH; (b) the issued and outstanding shares of DIH were exchanged for $250,000,000 in the form of newly-issued shares of New DIH Class A common stock valued at $10.00 per share (the “ Aggregate Base Consideration ”); (b) DIH’s financial advisor received 700,000”

Icosavax, Inc. underwent a change of control involving AstraZeneca Finance and Holdings Inc. for $15.00 in cash per Share plus one contingent value right per Share representing the right to receive a contingent payment of up to $5.00 in cash (closed 2024-02-19).

“ntered into an Agreement and Plan of Merger (the “ Merger Agreement ”), with AstraZeneca Finance and Holdings Inc. (“ Parent ”) and Parent’s wholly-owned subsidiary, Isochrone Merger Sub Inc.”

BALL Corp completed a disposition involving BAE Systems, Inc. for approximately $5.6 billion (closed 2024-02-16).

“of sustainable aluminum packaging for global beverage and household brands, today announced that the company completed the sale of its aerospace business for approximately $5.6 billion subject to customary closing adjustments. “Today marks a significant milestone in Ball’s 144-year history. We extend our best wishes for continued success to our former”

INNOVATIVE FOOD HOLDINGS INC completed a disposition involving Tag Media Group LLC, dba "Gulf Coast Aluminum" for total purchase price of $2,455,000.00, prior to customary closing costs (closed 2024-02-14).

“12, 2023 (the “ Purchase Agreement ”), the Company agreed to sell the Warehouse, certain warehouse racking, and a forklift to Gulf Coast Aluminum for a total purchase price of $2,455,000.00, prior to customary closing costs. The Company received approximately $1.9 million in net proceeds from the transaction. The Purchase Agreement contains customary”

Eargo, Inc. underwent a change of control involving PSC Echo Parent LLC for $2.55 per share (closed 2024-02-16).

“terms of the Merger Agreement, was cancelled and extinguished and automatically converted into and shall thereafter represent the right to receive an amount in cash equal to $2.55 per share of Company Common Stock (the “ Merger Consideration ”), payable to the holder thereof, without interest and subject to applicable tax withholding, subject to and in”

Scienture Holdings, Inc. completed a disposition involving Micro Merchant Systems, Inc. for $22.5 million (closed 2024-02-16).

“continue to own its assets that are unrelated to the web-based market platform operated by Trxade, Inc. The purchase price under the Purchase Agreement to be paid at closing is $22.5 million, subject to customary adjustments for cash, indebtedness, working capital and transaction expenses. Subject to the terms and conditions of the Purchase Agreement, if, during the”

AtlasClear Holdings, Inc. completed an acquisition involving Wilson-Davis & Co., Inc. (closed 2024-02-09).

“Prior to the Closing, pursuant to the (i) Contribution Agreement (as defined in the Business Combination Agreement), AtlasClear received certain assets from Atlas FinTech and Atlas Financial Technologies Corp., a Delaware corporation, and (ii) Broker-Dealer Acquisition Agreement (as defined in the Business Combination Agreement), completed the acquisition of broker-dealer, Wilson-Davis & Co., Inc. (“Wilson-Davis”).”

AtlasClear Holdings, Inc. underwent a change of control involving Quantum FinTech Acquisition Corporation (closed 2024-02-09).

“On February 9, 2024 (the “Closing Date”), the registrant consummated the previously announced transactions pursuant to that certain Business Combination Agreement, dated November 16, 2022 (as amended, the “Business Combination Agreement”), by and among the registrant, Quantum FinTech Acquisition Corporation (“Quantum”), Calculator Merger Sub 1, Inc., a Delaware corporation and a wholly-owned subsidiary of the registrant (“Merger Sub 1”), Calculator Merger Sub 2, Inc., a Delaware corporation and a wholly-owned subsidiary of the registrant (“Merger Sub 2”), AtlasClear, Inc., a Wyoming corporation (“AtlasClear”), Atlas FinTech Holdings Corp., a Delaware corporation (“Atlas FinTech”) and Robert McBey.”

CERO THERAPEUTICS HOLDINGS, INC. completed an acquisition involving CERo Therapeutics, Inc. (closed 2024-02-14).

“On February 14, 2024 (the “ Closing Date ”), Phoenix Biotech Acquisition Corp., a Delaware corporation (“ PBAX ” and, after the consummation of the Business Combination (as defined below), the “ Company ”), completed the previously announced acquisition of CERo Therapeutics, Inc., a Delaware corporation (“ CERo ”), pursuant to the business combination agreement and plan of reorganization”

Chenghe Acquisition Co. underwent a change of control involving Semilux International Ltd. (closed 2024-02-15).

“On February 15, 2024 (the “Closing Date”), pursuant to the Business Combination Agreement, Merger Sub merged with and into Chenghe with Chenghe being the surviving company and as a direct, wholly owned subsidiary of CayCo, and Chenghe changed its name to “SEMILUX LTD.””

Sino Green Land Corp. underwent a change of control involving Luo Xiong and spouse Wo Kuk Ching and their immediate family members (closed 2023-10-01).

“Following the Merger, Luo Xiong and spouse Wo Kuk Ching and their immediate family members controlled 89.78% of SGLA.”

Sino Green Land Corp. completed an acquisition involving Sunshine Green Land Corp. (SGL) and its wholly-owned subsidiary, Tian Li Eco Holdings Sdn. Bhd (closed 2023-10-01).

“On October 1, 2023, Sino Green Land Corp. (“SGLA,” or the “Company”) completed its merger with Sunshine Green Land Corp. (“SGL”) and SLG’s wholly-owned subsidiary, Tian Li Eco Holdings Sdn.Bhd” (“Tian Li”), pursuant to the terms of a definitive share exchange agreement dated October 1, 2023.”

Childrens Place, Inc. underwent a change of control involving Mithaq Capital.

“As a result of Mithaq’s unsolicited acquisition of shares, Mithaq has triggered a Change of Control thereby causing an Event of Default under the Company’s Amended and Restated Credit Agreement.”

Arena Group Holdings, Inc. underwent a change of control involving Simplify Inventions, LLC (closed 2024-02-14).

“Simplify acquired 5,555,555 newly issued shares of Common Stock. Prior to the consummation of the Private Placement, the Company's public stockholders held a majority of the outstanding shares of Common Stock. Following the issuance of the Private Placement Shares to Simplify, Simplify owns approximately 54.5% of the outstanding shares of Common Stock. As a result, Simplify has the ability to determine the outcome of any issue submitted to the Company's stockholders for approval, including the election of directors.”

Tevogen Bio Holdings Inc. completed an acquisition involving Tevogen Bio Inc for shares of Tevogen Bio common stock converted into shares of Tevogen Bio Holdings Inc. common stock based on Exchange Ratio; potential Earnout Shares of up to 20 (closed 2024-02-14).

“price of the Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, or (y) the date on which Tevogen completes a liquidation, merger, share”

Tevogen Bio Holdings Inc. underwent a change of control involving former stockholders of Tevogen Bio Inc for shares of Tevogen Bio common stock converted into shares of Tevogen Bio Holdings Inc. common stock based on Exchange Ratio; potential Earnout Shares of up to 20 (closed 2024-02-14).

“price of the Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, or (y) the date on which Tevogen completes a liquidation, merger, share”

Sable Offshore Corp. underwent a change of control involving Flame Acquisition Corp., Sable Offshore Holdings LLC, and Sable Offshore Corp. (Texas) (closed 2024-02-14).

“Pursuant to the Merger Agreement, on February 14, 2024, (i) Holdco merged with and into Flame, with Flame surviving such merger (the “Holdco Merger”) and (ii) SOC merged with and into Flame, with Flame surviving such merger (the “SOC Merger” and, together with the Holdco Merger, the “Mergers” and, along with the other transactions contemplated by the Merger Agreement, the “Business Combination”).”

Sable Offshore Corp. completed an acquisition involving Exxon Mobil Corporation and Mobil Pacific Pipeline Company for $606,250,000 term loan before certain specified purchase price adjustments (closed 2024-02-14).

“Loan Agreement”), pursuant to which SOC agreed to pay to Exxon, on or before the payment due date, $622,886,982. The Term Loan Agreement, among other things: • provides for a $606,250,000 term loan before certain specified purchase price adjustments; • will bear interest at ten percent (10.0%) per annum (computed on a 360-day year); • provides that, unless the”

Benson Hill, Inc. completed a disposition involving White River Creston, LLC for approximately $52,500,000, plus a working capital adjustment estimated to be approximately $19,500,000 (closed 2024-02-13).

“agreed to sell, and White River agreed to purchase, all of Seller’s interests in its wholly-owned subsidiary, Benson Hill Ingredients, LLC (“ Ingredients ”), for approximately $52,500,000, plus a working capital adjustment estimated to be approximately $19,500,000, subject to certain adjustments and holdbacks (the “ Purchase Price ”) (the “ Creston Sale ”). The”

Theseus Pharmaceuticals, Inc. underwent a change of control involving Concentra Biosciences, LLC for $4.05 in cash per Share, plus one non-transferable contractual contingent value right per Share (closed 2024-02-14).

“2024, Merger Sub completed a tender offer to purchase all of the C ompany’s outstanding shares of common stock, par value $0.0001 per share (the “ Shares ”), in exchange for (i) $4.05 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,”