M&A Transactions

CANNAPHARMARX, INC. completed an acquisition involving Amir Tal and Koze Investments LLC for shares of our Class C Convertible Preferred Stock, par value $1.00 per share, each share of which is convertible into shares of our Common Stock, which represen (closed 2023-11-22).

“us to all of the profits and losses of LTB. Consideration due to the Sellers under the Transaction consists of shares of our Class C Convertible Preferred Stock, par value $1.00 per share, each share of which is convertible into shares of our Common Stock, which represents a 33% ownership interest based on our fully-diluted capitalization immediately”

UNION CARBIDE CORP /NEW/ completed a disposition involving Dow Multinational Holding LLC for $1,543,400,000 (closed 2023-12-01).

“On December 1, 2023, as part of the Corporate Reorganization, the Corporation entered into a Sale and Purchase Agreement and a Term Loan Agreement in each case with another Dow Entity, Dow Multinational Holding LLC (“ Dow Multinational ”), pursuant to which the Corporation agreed to sell to Dow Multinational all of its NewCo Units (the “ Purchased NewCo Units ”) in consideration for the issuance by Dow Multinational to the Corporation of a promissory note in an initial principal amount of $1,543,400,000, such principal amount representing the parties’ mutually agreed valuation of the Purchased NewCo Units, based on a third-party appraisal.”

DarkPulse, Inc. completed an acquisition involving Optilan (UK) Limited (in liquidation) (the Seller) for $65,000 (closed 2023-12-01).

“Gregory Andrew Palfrey, as joint liquidators of the Seller all of Evelyn Partners LLP (the “ Joint Liquidators ”). Under the Agreement, the Buyer purchased from the Seller for $65,000 (the “ Purchase Price ”) all right, title, and interest in the following: (1) shares in Otilan India PVT (India), (2) shares in Optilan Communications & Security Systems Ltd”

Worthington Steel, Inc. underwent a change of control involving Worthington Enterprises, Inc. for pro rata distribution of 100% of the outstanding common shares of Worthington Steel to holders of record of Worthington Enterprises common shares (closed 2023-12-01).

“(“ Worthington Steel ,” the “ Company ,” “ we ,” “ us ” or “ our ”) from Worthington Enterprises, Inc. (formerly known as Worthington Industries, Inc.) (“ Worthington Enterprises ”) was completed.”

SILVERBOW RESOURCES, INC. completed an acquisition involving Chesapeake Energy Corporation (through subsidiaries Chesapeake Exploration, L.L.C., Chesapeake Operating, L.L.C., Chesapeake Energy Marketing, L.L.C. and Chesapeake Royalty, L.L.C.) (closed 2023-11-30).

“on November 30, 2023, the Company and its operating subsidiary, SilverBow Resources Operating, LLC, closed the previously announced acquisition of Chesapeake Energy Corporation's oil and gas assets in South Texas (the "South Texas Rich Properties")”

XBP Global Holdings, Inc. underwent a change of control involving BTC International Holdings, Inc. and XBP Europe, Inc. (closed 2023-11-29).

“On November 29, 2023 (the “ Closing Date ”), XBP Europe Holdings, Inc., a Delaware corporation f/k/a CF Acquisition Corp. VIII (the “ Company ,” “ we ,” “ us ” or “ our ”), consummated the previously announced business combination (the “ Closing ”) pursuant to that certain Agreement and Plan of Merger, dated October 9, 2022”

AppHarvest, Inc. completed a disposition involving Bosch Berries Kentucky Operations Corp. (closed 2023-12-01).

“On December 1, 2023, the Seller and Purchaser consummated the sale, thereby completing the disposition of the Transferred Assets.”

AIBOTICS, INC. completed an acquisition involving Philon Labs, LLC for Preferred Stock with a face value of $2,000,000 (closed 2023-11-28).

“Way” products. In consideration for the acquisition of the Assets, Mycotopia Therapies will issue a new class of Preferred Stock (the “Preferred Stock”) with a face value of $2,000,000, convertible into shares of the Company’s Common Stock (the “Common Stock”). All shares of Preferred Stock and Common Stock issued in conjunction with the transaction will be”

NEXGEL, INC. completed an acquisition involving Olympus Trading Company, LLC for $546,500 plus Earn-Out Payments (closed 2023-12-01).

“tradename “Kenkoderm” (collectively, the “ Business ”). Under the terms of the Purchase Agreement and on the Closing Date, the Company paid the Seller a cash payment of $546,500 (the “ Initial Cash Payment ”). The Initial Cash Payment is not subject to any escrow conditions. Additionally, the Company shall pay the Seller a cash earn-out paid on a”

WORTHINGTON ENTERPRISES, INC. completed a disposition involving Worthington Steel, Inc. for cash distribution of approximately $150 million (closed 2023-12-01).

“Eastern time, the previously announced separation (the “ Separation ”) of Worthington Steel, Inc. (“ Worthington Steel ”) from Worthington Enterprises, Inc.”

Global Asset Management Group, Inc. completed an acquisition involving Regenecell, Inc. (closed 2023-09-30).

“we acquired 60% of the issued and outstanding Common Stock of Regenecell, Inc.”

System1, Inc. completed a disposition involving entities affiliated with Avance Investment Management, LLC and Just Develop It Limited for $240 million in cash, the return and subsequent cancellation of approximately 29 million shares of the Company's Class A common stock, and confirmation that cer (closed 2023-11-30).

“Purchasing Parties acquired all of the outstanding preference and ordinary shares of Total Security (the “Total Security Disposition”) for total consideration comprised of: (a) $240 million in cash, subject to certain adjustments set forth therein, (b) the return and subsequent cancellation of approximately 29 million shares of the Company’s Class A common stock,”

MACOM Technology Solutions Holdings, Inc. completed an acquisition involving Wolfspeed, Inc. for $75,000,000 payable in cash and 711,528 shares of the Company’s common stock (closed 2023-12-02).

“Securities and Exchange Commission (the “SEC”), filed on August 22, 2023, as amended on August 29, 2023 (the “Transaction”). The purchase price for the Transaction consisted of $75,000,000 payable in cash and 711,528 shares of the Company’s common stock, which was determined by dividing $50,000,000 by the trailing average closing price of the Company’s common stock”

China Health Industries Holdings, Inc. completed an acquisition involving Mr. Xin Sun and Mr. Kai Sun for RMB295 million (approximately $40,916,530) (closed 2023-12-01).

“and the changes of business registration have been completed. As the consideration for the Acquisition, the Company paid the Sellers an aggregate cash consideration of RMB295 million (approximately $40,916,530) in exchange for 100% equity ownership of HempCan. The English translation of the Agreements are filed herein as Exhibit 10.1 and Exhibit 10.2 and”

INSIGHT ENTERPRISES INC completed an acquisition involving Verse Holdco, Inc. for $410 million on a cash-free, debt-free basis (closed 2023-12-01).

“(the “Purchase Agreement”) entered into among Insight, SADA, and Verse and its stockholders (collectively, the “Seller Parties”). Insight paid a closing purchase price of $410 million on a cash-free, debt-free basis, subject to certain customary purchase price adjustments. There is an additional earnout and incentive opportunity for the Seller Parties of up to”

PARTNERS BANCORP underwent a change of control involving LINKBANCORP, Inc. for 1.150 shares of LINK Common Stock per share of Partners Common Stock (closed 2023-11-30).

“(“Partners Common Stock”) outstanding immediately prior to the Effective Time, other than certain shares held by Partners or LINK, was converted into the right to receive 1.150 shares (the “Exchange Ratio”) of common stock, par value $0.01 per share, of LINK (“LINK Common Stock” and such consideration, the “Merger Consideration”). Holders of Partners”

EVANS BANCORP INC completed a disposition involving Arthur J. Gallagher & Co. for $40.0 million in cash (closed 2023-11-30).

“J. Gallagher Risk Management Services, LLC (collectively, “Gallagher”), pursuant to which TEA agreed sell substantially all of its assets to Gallagher for a purchase price of $40.0 million in cash (the “Transaction”). The amendment provides that Gallagher will hold back $2,377,000 of the purchase price, to be payable following the second anniversary of the closing”

Hut 8 Corp. underwent a change of control involving U.S. Data Mining Group, Inc. doing business as "US BITCOIN" ("USBTC") and Hut 8 Mining Corp. ("Hut 8") (closed 2023-11-30).

“Effective November 30, 2023, Hut 8 Corp. ("New Hut" or the "Company") completed the previously announced merger of equals transaction contemplated by the Business Combination Agreement”

SILVERBOW RESOURCES, INC. completed an acquisition involving Chesapeake Exploration, L.L.C., Chesapeake Operating, L.L.C., Chesapeake Energy Marketing, L.L.C. and Chesapeake Royalty, L.L.C. for approximately $700 million, comprised of $650 million paid in cash at closing of the Transaction and an additional $50 million deferred cash payment (closed 2023-11-30).

“Operating, L.L.C., Chesapeake Energy Marketing, L.L.C. and Chesapeake Royalty, L.L.C. (the “Chesapeake Sellers”). Total consideration for the Transaction was approximately $700 million, comprised of $650 million paid in cash at closing of the Transaction and an additional $50 million deferred cash payment due on the first anniversary of the closing of the”

CHESAPEAKE UTILITIES CORP completed an acquisition involving Florida Power & Light Company (selling Pivotal Utility Holdings, Inc./Florida City Gas) for approximately $923.4 million in cash (closed 2023-11-30).

“dated as of September 26, 2023, by and among the Company and Florida Power & Light Company, a Florida corporation. The purchase price for the Acquisition was approximately $923.4 million in cash, subject to customary purchase price adjustments. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by”

LINKBANCORP, Inc. completed an acquisition involving Partners Bancorp (closed 2023-11-30).

“Effective on November 30, 2023, LINKBANCORP, Inc., a Pennsylvania corporation (“LINK”), completed its previously announced combination with Partners Bancorp, a Maryland corporation (“Partners”), pursuant to the Agreement and Plan of Merger, dated February 22, 2023, by and between LINK and Partners (the “Merger Agreement”).”

JRSIS HEALTH CARE Corp underwent a change of control involving Jumi GCL (closed 2023-11-30).

“On November 30, 2023 a closing was held with respect to the Agreement to Contract dated October 18, 2023 (the “Jumi Agreement” ) among JRSIS Health Care Corporation ( “JRSIS” ), Laidian Technology (Zhongshan) Co., Ltd. ( “Laidian” ), Zhuowei Zhong, Yongzhou Jumi Intelligent Technology Co., Ltd. ( “Yongzhou JIT” ), Guangzhou Jumi Intelligent Equipment Co., Ltd. ( “Guangzhou JIE” ), Linhai Zhu, Yulin Investment (Guangzhou) Partnership L.P. ( “Yulin IGP” ), Jumi Intelligent Information Technology (Guangzhou) Partnership L.P. ( “Jumi IIP” ) and Jumi Group Company, Ltd. ( “Jumi GCL” ).”

NEVRO CORP completed an acquisition involving Interventional Pain Technologies, Inc. d/b/a Vyrsa Technologies for approximately $40.0 million in cash (closed 2023-11-30).

“terms of the Purchase Agreement, the Company acquired all of the issued and outstanding equity interests of Vyrsa for an up-front aggregate cash consideration of approximately $40.0 million in cash (the “Upfront Consideration”). The Upfront Consideration is subject to certain adjustments, including Vyrsa’s net working capital and cash amounts at closing. The Company”

SITIME Corp completed an acquisition involving Ningbo Aura Semiconductor Co., Ltd., Aura Semiconductor Pvt. Ltd., Shaoxing Yuanfang Semiconductor Co Ltd., Aura Semiconductor Limited, and Aim Core Holdings Limited (collectively, the Aura Entities) for $36 million of the aggregate purchase price of approximately $148 million in cash at the closing, subject to certain customary adjustments, and the remaining am (closed 2023-12-01).

“or waiver of the closing conditions under the Master Framework Agreement. Pursuant to the Master Framework Agreement, as consideration for the Transaction, the Company paid $36 million of the aggregate purchase price of approximately $148 million in cash at the closing, subject to certain customary adjustments, and the remaining amounts will be paid on a”

AVIAT NETWORKS, INC. completed an acquisition involving NEC Corporation for $45.0 million cash and $25 million in Company common stock (closed 2023-11-30).

“NEC relating to NEC’s wireless backhaul business (the “Transaction”). Consideration due at the closing of the Transaction (the “Closing”) includes (i) an amount in cash equal to $45.0 million, subject to certain post-closing adjustments (the “Cash Consideration”), and (ii) the issuance of $25 million in Company common stock, par value $0.01 per share (the “Stock”

SHINECO, INC. completed an acquisition involving Dream Partner (closed 2023-09-19).

“the Company consummated the Acquisition of Dream Partner on September 19, 2023.”

GREENHILL & CO INC underwent a change of control involving Mizuho Americas LLC for $15.00 in cash (closed 2023-11-30).

“corporation (the “ Company ”), Mizuho Americas LLC , a Delaware limited liability company (“ Purchaser ”), and Blanc Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Purchaser”

BANC OF CALIFORNIA, INC. completed a disposition involving PacWest Bancorp (merged into Banc of California) (closed 2023-12-01).

“Effective as of December 1, 2023, Banc of California, National Association, a national banking association and a wholly-owned subsidiary of Banc of California (the “ Bank ”), merged with and into PacWest Bank (the “ Bank Merger ”)”

BANC OF CALIFORNIA, INC. completed an acquisition involving PacWest Bancorp for 0.6569 of a share of Banc of California Common Stock per share of PacWest Common Stock (closed 2023-11-30).

“of PacWest (“ PacWest Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.6569 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of Banc of California (“ Banc of California Common Stock ” and such consideration, the “ Merger”

PACWEST BANCORP underwent a change of control involving Banc of California, Inc. for 0.6569 of a share of common stock of Banc of California (closed 2023-11-30).

“of PacWest (“ PacWest Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.6569 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of Banc of California (“ Banc of California Common Stock ” and such consideration, the “ Merger”

COMMUNITY HEALTH SYSTEMS INC completed a disposition involving Florida Health Sciences Center, Inc. and certain of its affiliates for approximately $294 million in cash (closed 2023-12-01).

“connection with the Transaction at a preliminary closing on November 30, 2023, after giving effect to estimated working capital and purchase price adjustments, was approximately $294 million in cash. The Purchase Agreement is attached as Exhibit 2.1 (which is incorporated by reference herein) in accordance with the rules of the Securities and Exchange Commission. The”

Mativ Holdings, Inc. completed a disposition involving Evergreen Hill Enterprise, Pte. Ltd. (affiliate of PT Bukit Muria Jaya) for $620 million in cash (closed 2023-11-30).

“the EP Divestiture on October 4, 2023. On November 30, 2023 Buyer and the Company completed the EP Divestiture pursuant to the Purchase Agreement. The gross purchase price was $620 million in cash, subject to certain customary adjustments as set forth in the Purchase Agreement. The foregoing description of the Purchase Agreement is qualified in its entirety by”

SigmaRenoPro, Inc. underwent a change of control involving Global Marketing Services LLC (closed 2021-06-21).

“On June 21, 2021, Omar Aamar, the previous majority shareholder of the Company, entered into a stock purchase agreement for the sale of 2,300,000 shares of Common Stock of the Company, to Global Marketing Services LLC, an entity controlled by Ronald Jones.”

Veritiv Corp underwent a change of control involving Clayton, Dubilier & Rice, LLC for $170 in cash (closed 2023-11-30).

“demands appraisal of such shares in accordance with Section 262 of the Delaware General Corporation Law) was automatically cancelled and converted into the right to receive $170 in cash, without interest (the “Merger Consideration”). Any shares of Common Stock held by Veritiv as treasury stock or owned by any subsidiary of Veritiv or Parent or any”

Penguin Solutions, Inc. completed a disposition involving Lexar Europe B.V. for total enterprise value of $205 million (closed 2023-11-29).

“Brazil (the “ Retained Interest ”) (the “ Divestiture ”). At the closing of the Divestiture (the “ Closing ”), Purchaser paid to Seller (based on a total enterprise value of $205 million for SMART Brazil) an upfront cash purchase price of approximately $140 million, which amount reflects certain customary adjustments and estimated withholding tax due in”

Incannex Healthcare Inc. underwent a change of control involving Incannex Healthcare Limited.

“the redomiciliation (“Redomiciliation”) of Incannex Healthcare Limited, an Australian corporation (“Incannex Australia”), was implemented under Australian law in accordance with the Scheme Implementation Deed”

HERSHA HOSPITALITY TRUST underwent a change of control involving 1776 Portfolio Investment, LLC (closed 2023-11-28).

“On November 28, 2023, Hersha Hospitality Trust, a Maryland real estate investment trust (the " Company "), completed the transactions contemplated by the Agreement and Plan of Merger”

ConvexityShares Trust completed a disposition (closed 2023-11-27).

“On November 27, 2023, Teucrium Trading LLC (the “Sponsor”) completed the disposition of all of the assets of the ConvexityShares Daily 1.5x SPIKES Futures ETF (SPKY) and ConvexityShares 1x SPIKES Futures ETF (SPKX).”

RVL Pharmaceuticals plc underwent a change of control involving Athyrium Capital Management, LP for Funds managed by Athyrium exchanged their outstanding debt into equity of a newly-created entity (NewCo) that indirectly holds 100% of the equity interests of R (closed 2023-11-22).

“In accordance with the Amended Plan, on November 22, 2023 (the "Effective Date") funds managed by Athyrium Capital Management, LP ("Athyrium") exchanged their outstanding debt into equity of a newly-created entity ("NewCo") that indirectly holds 100% of the equity interests of RVL Pharmaceuticals, Inc., the direct parent of RVL Pharmacy, LLC.”

AVANTAX, INC. underwent a change of control involving Aretec Group, Inc. (Parent), C2023 Sub Corp. (Acquisition Sub) for approximately $1.3 billion, including the repayment of indebtedness outstanding under the Restatement Agreement (closed 2023-11-27).

“of the Company occurred, and the Company became a wholly-owned subsidiary of Parent. The total amount of consideration payable in connection with the Merger was approximately $1.3 billion, including the repayment of indebtedness outstanding under the Restatement Agreement. The funds used by Parent to complete the Merger and the related transactions came from”

DeFi Development Corp. completed an acquisition involving Groundbreaker Technologies Inc. for One Million Dollars ($1,000,000) (closed 2023-11-17).

“which includes the Company. The consideration paid and payable by Buyer for the Purchased Assets is an aggregate purchase price (the “Purchase Price”) of One Million Dollars ($1,000,000) newly issued shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”) and cash. Sixty Thousand Dollars ($60,000) of the cash portion of the”

Broadcom Inc. completed an acquisition involving VMware, Inc. for $142.50 in cash, without interest (the "Cash Consideration") per VMware Common Share; or 0.25200 of a share of common stock, par value $0.001 per share, of Broa (closed 2023-11-22).

“(“Broadcom”) completed its acquisition of VMware, Inc. (“VMware”) pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 26, 2022, by and among Broadcom, VMware, Verona Holdco, Inc., a direct wholly owned subsidiary of VMware (“Holdco”), Verona Merger Sub, Inc., a direct wholly owned subsidiary of Holdco (“Merger Sub 1”),”

VMWARE LLC underwent a change of control involving Broadcom Inc. (closed 2023-11-22).

“In connection with the completion of the transactions to which this Current Report on Form 8-K relates, the registrant converted into a Delaware limited liability company and changed its name from VMware, Inc. to VMware LLC.”

EON Resources Inc. completed an acquisition involving CIC Pogo LP, DenCo Resources, LLC, Pogo Resources Management, LLC, 4400 Holdings, LLC for $31,074,127 in cash, 2,000,000 Class B common units of OpCo valued at $10.00 per unit, 2,000,000 shares of Class B Common Stock, $15,000,000 promissory note, 1, (closed 2023-11-15).

“Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2023 HNR ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-41278 85-4359124 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 3730 Kirby Drive , Suite 1200 Houston , Texas 77098”

Salamander Innisbrook, LLC completed a disposition involving TLB 174 – Palm Harbor, L.P., the land banker for Toll Southeast LP. Company, Inc. (“Toll Brothers”) for $12,565,887 (closed 2023-11-16).

“boundary of the Resort to TLB 174 – Palm Harbor, L.P., the land banker for Toll Southeast LP. Company, Inc. (“Toll Brothers”). The sale resulted in net proceeds to us of $12,565,887 after closing costs and related expenses. In addition, the Purchase and Sale Agreement provides for us to receive additional proceeds of 10% of any sales proceeds received by Toll”

ZEVRA THERAPEUTICS, INC. completed an acquisition involving Acer Therapeutics Inc. for 0.1210 validly issued, fully paid and non-assessable shares of Zevra common stock, $0.0001 par value per share, and one CVR (closed 2023-11-17).

“Completion of Acquisition or Disposition of Assets On November 17, 2023 (the “ Closing Date ”), Zevra completed the previously announced acquisition of Acer Therapeutics Inc., a Delaware corporation (“ Acer ”), pursuant to the Agreement and Plan of Merger (the “ Merger Agreement ”), dated August 30, 2023, by and among Zevra, Aspen Z Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Zevra (“ Merger Sub ”), and Acer.”

Indo Global Exchange(s) Pte, Ltd. underwent a change of control involving Instituto Europeo para el Emprendimiento S.L. (closed 2023-07-01).

“On July 1, 2023, the Igex’s Board of Directors accepted the execution of a Stock Purchase Agreement dated June 14, 2023, pursuant to which the former Preferred shareholder sold all the Preferred shares (Control Block) to Instituto Europeo para el Emprendimeinto S.L., a Spanish Limited Liability Company.”

Acer Therapeutics Inc. underwent a change of control involving Zevra Therapeutics, Inc. (closed 2023-11-17).

“On November 17, 2023 (the “ Closing Date ”), the Merger was completed pursuant to the terms and conditions of the Merger Agreement.”

Mondee Holdings, Inc. completed an acquisition involving Joseph Vijay Raj John and the other sellers for total consideration of (i) 1,900,000 shares of Class A common stock of Mondee, par value $0.0001 per share, on the Closing Date, which shall be subject to lock- (closed 2023-11-13).

“In exchange for the Target Shares, Buyers agreed to pay Sellers total consideration of (i) 1,900,000 shares of Class A common stock of Mondee, par value $0.0001 per share, on the Closing Date”

Genie Energy Ltd. underwent a change of control involving Howard S. Jonas (closed 2023-11-15).

“On November 15, 2023, seven trusts, each for the benefit of a child of Howard S. Jonas, the Company’s Executive Chairman and Chairman of the Board, with independent trustees, transferred an aggregate of 1,377,535 shares of Class A common stock of Genie Energy Ltd. (the “Company”) (representing 87% of the issued and outstanding shares of the Class A common stock of the Company, and 56% of the aggregate voting power of all issued and outstanding shares of capital stock of the Company) to a limited partnership.”