M&A Transactions

Spectral AI, Inc. underwent a change of control involving Rosecliff Acquisition Corp I for each share of Spectral common stock cancelled and converted into the right to receive 1 share of Common Stock of the Combined Company (closed 2023-09-11).

“rea code) Rosecliff Acquisition Corp I 767 Fifth Avenue, 34th Floor New York, NY 10153 (Former name or former address, if changed since”

VitaNova Life Sciences Corp underwent a change of control involving Ms. Caihong Qu for $0 (closed 2023-09-12).

“Ms. Caihong Qu, Mr. Xianchang Ma's sole heir, was allocated 5,066,250 shares of the Company's common stock at a consideration of $0.”

Kimbell Royalty Partners, LP completed an acquisition involving LongPoint Minerals II, LLC for approximately $455 million in cash (closed 2023-09-13).

“Agreement. The terms and provisions of the Purchase Agreement is described in the Signing 8-K. The aggregate consideration for the Acquisition consisted of approximately $455 million in cash (the “Cash Consideration”). The Partnership funded the Cash Consideration with borrowings under the Partnership’s revolving credit facility and net proceeds from the”

RideNow Group, Inc. completed a disposition (closed 2023-09-08).

“On September 8, 2023, the Company completed the sale of eight of the Properties (the “Sold Properties”) for an aggregate purchase price of $49,068,844.”

Strong Global Entertainment, Inc. completed an acquisition involving Unbounded Media Corporation for 600,000 Class A common voting shares (closed 2023-09-12).

“ubsidiaries (the “Purchaser”), Unbounded Media Corporation (“UMC”), Unbounded Services LLC, UMC’s subsidiary, and UMC’s shareholders (“UMC Shareholders”) entered into a share exchange agreement (the “Share Exchange Agreement”).”

WeCapital Holdings, Inc. underwent a change of control involving White Knight Co., Ltd. and WeCapital Co., Ltd. for approximately $3,703,704 (closed 2023-09-08).

“On or about July 30, 2023, White Knight Co., Ltd., a Japanese Company, entered into an agreement with WeCapital Co., Ltd., a Japanese Company, whereas WeCapital Co., Ltd., agreed to purchase, from White Knight Co., Ltd., 8,456,000,000 shares of the Common Stock of the Issuer in exchange for approximately $3,703,704.”

TKO Group Holdings, Inc. underwent a change of control involving Endeavor Group Holdings, Inc. (closed 2023-09-12).

“Following the consummation of the Transactions, Endeavor and its subsidiaries own 51% of the fully-diluted voting power of the Company and 51% of the fully-diluted economic ownership in TKO OpCo”

TKO Group Holdings, Inc. completed an acquisition involving World Wrestling Entertainment, Inc. (closed 2023-09-12).

“(ii) Merger Sub merged with and into WWE (the “Merger”), with WWE surviving the Merger”

TransMedics Group, Inc. completed an acquisition involving Hurricane Express Logistics, Inc. for purchase price of approximately $13.3 million (closed 2023-09-07).

“on September 7, 2023, the Buyer acquired a fixed-wing aircraft from Hurricane Express Logistics, Inc. for a purchase price of approximately $13.3 million (the "Fifth Acquisition")”

Dianthus Therapeutics, Inc. /DE/ underwent a change of control involving Dianthus Therapeutics OpCo, Inc. for approximately 11,021,300 shares of Common Stock (closed 2023-09-11).

“Merger, each share of OpCo preferred stock was converted into a share of OpCo common stock. At the effective time of the Merger, the Company issued an aggregate of approximately 11,021,300 shares of Common Stock to OpCo stockholders, based on an exchange ratio of approximately 0.2181 shares of Common Stock for each share of OpCo capital stock, including those shares”

Necessity Retail REIT, Inc. underwent a change of control involving Global Net Lease, Inc. (GNL) for 0.670 shares of GNL for each common share of RTL (closed 2023-09-12).

“property management functions. Completion of the merger follows approval by the shareholders of both companies. Under the terms of the merger agreement, RTL stockholders received 0.670 shares of GNL for each common share of RTL. RTL shares have ceased trading on the Nasdaq as of the market close on September 11, 2023. James Nelson and Michael Weil, Co-CEOs of”

Global Net Lease, Inc. completed an acquisition involving The Necessity Retail REIT, Inc. (RTL) for approximately 93,432,927 shares of GNL Common Stock (closed 2023-09-12).

“of less than 1/1000 th of a share will have their shares aggregated and rounded up to the nearest 1/1,000 th of a share of GNL Common Stock. The Company issued approximately 93,432,927 shares of GNL Common Stock as consideration in the REIT Merger, and approximately 221,136 GNL Restricted Shares (as defined in the REIT Merger Agreement) subject to vesting”

WORLD WRESTLING ENTERTAINMENT, LLC underwent a change of control involving TKO Group Holdings, Inc. for one share of TKO Class A Common Stock (closed 2023-09-12).

“(“ WWE ”), TKO Group Holdings, Inc. (f/k/a New Whale Inc.) (“ TKO ”), and Whale Merger Sub Inc.”

NextPlat Corp underwent a change of control involving Progressive Care Inc. (closed 2023-07-01).

“As a result of the common stock warrant purchases and the entry into the voting agreement, the Company concluded that there was a change in control of Progressive Care with the Company having the right to control more than 50 percent of the voting interests in Progressive Care as of July 1, 2023 through the concurrent warrant exercises and voting agreement noted above.”

TITAN PHARMACEUTICALS INC completed a disposition involving Fedson, Inc. for $2 million (closed 2023-09-01).

“Extension Agreement (the “Amendment”) to the Asset Purchase Agreement, pursuant to which Fedson agreed to purchase the ProNeura Assets from the Company for a purchase price of $2 million, consisting of (i) $500,000 in readily available funds, to be paid in full on the Closing Date (the “Closing Cash”), (ii) $500,000 in the form of a promissory note due”

Surface Oncology, Inc. underwent a change of control involving Coherus BioSciences, Inc. for $66.9 million (closed 2023-09-08).

“employee equity awards (which exchange ratio was calculated based on a $5.2831 per share price of Coherus common stock) for a total value equal to approximately $66.9 million, the sum of $40 million plus Surface’s net cash at closing of the transaction of $26.9 million. Surface shareholders also received contingent value rights (CVRs) for 70% of”

Coherus Oncology, Inc. completed an acquisition involving Surface Oncology, Inc. for approximately $66.9 million (closed 2023-09-08).

“Surface employee equity awards (which exchange ratio was calculated based on a $5.2831 per share price of Coherus common stock) for a total value equal to approximately $66.9 million, the sum of $40 million plus Surface’s net cash at closing of the transaction of $26.9 million. Surface shareholders also received contingent value rights (CVRs) for 70% of”

Metalert, Inc. completed an acquisition involving Level 2 Security, LLC for an aggregate of 7,100,000 shares of Company common stock and an aggregate of $200,000 principal amount convertible promissory notes (closed 2023-09-05).

“On September 5, 2023, the parties closed the Merger Agreement and (a) filed Articles of Merger merging Level 2 with and into Merger Sub; (b) the ownership interests of Level 2 were converted into the Merger Shares (7,100,000 shares of Company common stock); (c) the Company delivered the Merger Notes; and (d) Merger Sub changed its name to "Level 2 Security, Inc."”

RAMBUS INC completed a disposition involving Cadence Design Systems, Inc. for $110 million in cash (closed 2023-09-06).

“interface PHY IP business (the “Business”) to Cadence Design Systems, Inc. (“Purchaser”). Under the Asset Purchase Agreement governing the transaction, Purchaser paid Rambus $110 million in cash, subject to certain adjustments, for the Business. In connection with the completion of the transaction, Rambus issued the press release attached hereto as Exhibit 99.1”

iCoreConnect Inc. completed an acquisition involving Preferred Dental Development, LLC for $1,200,000 in cash, and $400,000 worth of shares of Company common stock at $10.00 per share totaling 40,000 shares (closed 2023-09-01).

“to the Agreement, the Company purchased the assets of the Seller utilized in the Seller’s business. As consideration for the acquired assets: (i) the Company paid to Seller $1,200,000 in cash, and (ii) the Company agreed to issue to Seller $400,000 worth of shares of Company common stock at $10.00 per share totaling 40,000 shares. The shares of Company common”

CAMBER ENERGY, INC. completed an acquisition involving Viking Energy Group, Inc. (closed 2023-08-01).

“resent the historical financial information of Camber Energy, Inc., a Nevada corporation (“Camber”) giving effect to the merger (the “Merger”) of Viking Merger Sub, Inc., a Nevada corporation and wholly owned subsidiary of Camber (“Merger Sub”), with and into Viking Energy Group, Inc., a Nevada corporation (“Viking”), with Viking surviving the Merger as a wholly-owned subsidiary of Camber.”

Hongchang International Co., Ltd completed a disposition involving Ban Siong Ang (closed 2023-09-04).

“The Share Disposal was consummated on September 4, 2023.”

Hongchang International Co., Ltd completed an acquisition involving Zengqiang Investment Limited and Hong Jin Investment Limited for 353,322,843 shares of our common stock to Zengqiang Investment Limited, and 62,259,532 shares of our common stock to Hong Jin Investment Limited (closed 2023-09-04).

“In accordance with the terms of the Share Exchange Agreement, on September 4, 2023, the Selling Shareholders transferred 100 shares of Hongchang BVI, constituting one hundred percent (100%) of the issued and outstanding share capital of Hongchang BVI, to our Company in exchange for the issuance of 353,322,843 shares of our common stock to Zengqiang Investment Limited, and 62,259,532 shares of our common stock to Hong Jin Investment Limited.”

CENTURY CASINOS INC /CO/ completed a disposition involving subsidiaries of VICI Properties Inc. for CAD 221.7 million ($162.4 million based on the exchange rate USD/CAD 0.7325) in cash (closed 2023-09-06).

“On September 6, 2023, Century Casinos, Inc. (the “Company”) completed its previously announced sale of the real estate assets (the “Transaction”) of Century Casino & Hotel Edmonton in Edmonton, Alberta, Century Casino St. Albert in Edmonton, Alberta, Century Mile Racetrack and Casino in Edmonton, Alberta and Century Downs Racetrack and Casino in Calgary, Alberta (collectively, the “Century Canadian Portfolio”) to subsidiaries of VICI Properties Inc. (“VICI”) for an aggregate purchase price of CAD 221.7 million ($162.4 million based on the exchange rate USD/CAD 0.7325) in cash subject to the terms and conditions set forth in the Portfolio Agreement of Purchase and Sale (the “Purchase and Sale Agreement”), dated as of May 16, 2023.”

UPEXI, INC. completed an acquisition involving Eric Hanig for $500,000 cash on closing, 90,909 shares of common stock, and $300,000 payable on the one-year anniversary of closing (closed 2023-09-01).

“percent (100%) of the issued and outstanding equity of Cygnet. In consideration for the September 1, 2023, acquisition the Company paid Hanig Five Hundred Thousand Dollars ($500,000) on the Closing Date, issued Ninety Thousand Nine Hundred and Nine (90,909) shares of the Company’s common stock to Hanig, and agreed to pay Hanig Three Hundred Thousand Dollars”

UPEXI, INC. completed a disposition involving Amplifyir Inc. for $1,250,000 cash, subject to post-closing adjustments, plus 2.5% of certain advertising revenues of Interactive for two years post-closing (closed 2023-08-31).

“subsidiary Interactive Offers, LLC (“Interactive”) to Amplifyir Inc. (the “Buyer”). The purchase price for the Interests was One Million Two Hundred Fifty Thousand Dollars ($1,250,000), subject to certain customary post closing adjustments. In addition, the Buyer is obligated to pay the Company Two- and one-half percent (2.5%) of certain advertising revenues”

BONK, INC. completed an acquisition involving GBB Labs, Inc. for $200,000 and 5,000,000 Common Shares (closed 2023-08-31).

“the Agreement, the Buyer shall purchase certain assets relating to the Seller’s business for a consideration comprising of: (a) the sum of Two Hundred Thousand U.S. Dollars (US $200,000) (the “Cash Purchase Price”); and (b) 5,000,000 Common Shares (the “Consideration Shares” and together with the Cash Purchase Price, collectively, the “Purchase Price”). At the”

Zomedica Corp. completed an acquisition involving Structured Monitoring Products, Inc. for $12,656,676 (closed 2023-09-05).

“an implied value of $5,095,196 based upon the parties agreed enterprise value of SMP. Following working capital adjustments and deduction of transaction expenses, Zomedica paid $12,656,676 for the balance of the SMP equity. The cash purchase price was funded through a $250,000 deposit previously paid to SMP and $12,406,677 of cash on hand. The Acquisition was”

SOLITRON DEVICES INC completed an acquisition involving Micro Engineering, Inc. and the shareholders of Micro for $3,000,000.00, subject to adjustment, in addition to the potential earn-out payments (closed 2023-09-01).

“of Micro (collectively, the “Micro Shareholders”), pursuant to which the Company agreed to purchase all the outstanding capital stock of Micro for a purchase price of $3,000,000.00, subject to adjustment, in addition to the potential earn-out payments, as described in more detail in the paragraph that follows (the “Acquisition”). The Company closed the”

MachTen, Inc. completed a disposition involving LICT Corporation (closed 2023-08-31).

“On August 31, 2023, LICT Corporation (“LICT”) distributed to the holders of its common stock, by way of a pro rata dividend (the “Distribution”), approximately 81% of the common stock of MachTen, Inc. (the “Company”), or 2,565,485 shares”

Assure Holdings Corp. completed an acquisition involving Innovation Neuromonitoring LLC for $1,200,000 (closed 2023-08-29).

“records, contracts, licenses, warranties, intellectual property, goodwill, software, (collectively, the “Assets”). The consideration amount under the Purchase Agreement was $1,200,000 (the “Purchase Price”). As previously reported, the Purchase Price was payable as set forth below. (1) $800,000 in cash installment payments, in accordance with the following”

Mirum Pharmaceuticals, Inc. completed an acquisition involving Travere Therapeutics, Inc. for an upfront purchase price of $210,000,000 in cash (closed 2023-08-31).

“(the “Purchase Agreement”), dated July 16, 2023, by and between the Company and Travere. Under the terms of the Purchase Agreement, the Company paid an upfront purchase price of $210,000,000 in cash to Travere at the Asset Purchase Closing using cash and cash equivalents from the Company’s balance sheet. The Company may pay Travere up to $235,000,000 after the Asset”

TransMedics Group, Inc. completed an acquisition involving Mountain Snow Management, LLC for approximately $12.6 million (closed 2023-09-01).

“on September 1, 2023, the Buyer acquired a fixed-wing aircraft from Mountain Snow Management, LLC for a purchase price of approximately $12.6 million (the "Third Acquisition")”

CURO Group Holdings Corp. completed a disposition involving Questrade Financial Group Inc. for purchase price of approximately C$55 million, subject to an adjustment based on Flexiti’s tangible book value and certain other adjustments (closed 2023-08-31).

“equity interests of FLX Holding Corp. (“Flexiti”), which constitutes the entirety of the Company’s Canada point-of-sale lending segment, for a purchase price of approximately C$55 million, subject to an adjustment based on Flexiti’s tangible book value and certain other adjustments (the “Divestiture”). The Disposition closed on August 31, 2023. In connection with”

Black Knight, Inc. completed a disposition involving subsidiaries of Constellation Software Inc..

“ICE has agreed to divest Black Knight’s Optimal Blue and Empower loan origination system (LOS) businesses to subsidiaries of Constellation Software Inc.”

Black Knight, Inc. underwent a change of control involving Intercontinental Exchange, Inc. for approximately $11.9 billion (closed 2023-09-05).

“the Merger Agreement. The aggregate implied value of the Merger Consideration payable to the former holders of Black Knight Common Stock pursuant to the Merger was approximately $11.9 billion, including approximately $10.5 billion in cash and approximately 10.9 million shares of ICE Common Stock. At the Effective Time, each outstanding Black Knight restricted stock”

RANGE IMPACT, INC. completed an acquisition involving Roger L. Collins, Jr. for cash consideration of $1,000,000 (subject to certain adjustments as set forth in the Stock Purchase Agreement), (b) a five-year secured promissory note in favor (closed 2023-08-31).

“the outstanding common stock of Collins Building & Contracting, Inc., a West Virginia corporation (“Collins Building”), to the Company in exchange for (a) cash consideration of $1,000,000 (subject to certain adjustments as set forth in the Stock Purchase Agreement), (b) a five-year secured promissory note in favor of Mr. Collins in the principal amount of”

Travere Therapeutics, Inc. completed a disposition involving Mirum Pharmaceuticals, Inc. for $210,000,000 (closed 2023-08-31).

“of Chenodal and Cholbam (also known as Kolbam, and together with Chenodal, the “Products”). In connection with the Closing, Mirum paid the Company an upfront cash payment of $210,000,000. Pursuant to the Purchase Agreement, after the Closing, the Company is eligible to receive up to $235,000,000 upon the achievement of certain milestones based on specified”

Conformis Inc underwent a change of control involving restor3d, Inc. for $2.27 in cash without interest (closed 2023-09-05).

“Law of the State of Delaware and has not validly withdrawn, waived or otherwise lost such rights (the “Appraisal Shares”), was automatically converted into the right to receive $2.27 in cash without interest and less any applicable withholding taxes (the “Per Share Cash Consideration”). Immediately prior to the Effective Time, (i) each share of restricted”

Quotient Technology Inc. completed an acquisition involving Quotient Technology Inc. for approximately $430 million (closed 2023-09-05).

“the Company became a wholly owned subsidiary of Parent. The total amount of consideration payable to the Company’s equityholders in connection with the Merger was approximately $430 million. The funds used by Parent to consummate the Merger and complete the related transactions came from equity contributions from Charlesbank Equity Fund IX, LP, the controlling”

Quotient Technology Inc. underwent a change of control involving CB Neptune Holdings, LLC for approximately $430 million (closed 2023-09-05).

“the Company became a wholly owned subsidiary of Parent. The total amount of consideration payable to the Company’s equityholders in connection with the Merger was approximately $430 million. The funds used by Parent to consummate the Merger and complete the related transactions came from equity contributions from Charlesbank Equity Fund IX, LP, the controlling”

PATTERSON UTI ENERGY INC completed an acquisition involving NexTier Oilfield Solutions Inc. for 0.7520 shares of common stock, par value $0.01 per share, of Patterson-UTI (closed 2023-09-01).

“☐ Introduction As previously disclosed, on June 14, 2023, Patterson-UTI Energy, Inc., a Delaware corporation (“ Patterson-UTI ”), entered into an Agreement and Plan of Merger (as amended, the “ Merger Agreement ”) with NexTier Oilfield Solutions Inc., a Delaware corporation (“ NexTier ”), Pecos Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Patterson-UTI (“ Merger Sub Inc.”

NEXTIER OILFIELD SOLUTIONS INC. completed an acquisition involving Patterson-UTI Energy, Inc. for 0.7520 fully-paid and non-assessable shares of common stock per share (closed 2023-09-01).

“became effective (the “Effective Time”), other than the Excluded Shares (as defined in the Merger Agreement) (the “Eligible Shares”), was converted into the right to receive 0.7520 fully-paid and non-assessable shares of common stock (the “Exchange Ratio”), par value $0.01 per share, of Patterson-UTI (“Patterson-UTI Common Stock”). The issuance of shares of”

Veritas Farms, Inc. completed an acquisition involving Asystem Inc. for issuance of 103,570,600 shares of Veritas common stock and assumption of certain liabilities (closed 2023-08-25).

“name, trademarks, internet domains and other things necessary to carry on the business of Asystem. The consideration for the Acquired Assets consisted of the issuance of 103,570,600 shares of Veritas common stock, which were distributed to Asystem shareholders, and the assumption of certain liabilities of Asystem. The assumed liabilities included the”

Hillenbrand, Inc. completed an acquisition involving Schenck Process Holding GmbH for approximately $739 million in cash (closed 2023-09-01).

“owned subsidiaries of Hillenbrand of all of the outstanding equity interests in entities that own the FPM operating companies for total aggregate consideration of approximately $739 million in cash, reflecting an enterprise value of approximately $730 million plus cash acquired at closing, subject to specified adjustments as set forth in the Agreement. The”

GLOBUS MEDICAL INC completed an acquisition involving NuVasive, Inc. for 0.75 shares of Globus Class A Common Stock (closed 2023-09-01).

“owned subsidiary of Globus. At the consummation of the Merger, each issued and outstanding share of common stock of NuVasive, $0.001 par value per share, was converted into 0.75 fully paid and non-assessable shares of Globus Class A Common Stock, and the right to receive cash in lieu of fractional shares. The issuance of Globus Class A Common Stock in”

NUVASIVE INC underwent a change of control involving Globus Medical, Inc. for 0.75 fully paid and non-assessable shares of Globus Medical Class A Common Stock per share of NuVasive Common Stock (closed 2023-09-01).

“immediately prior to the Effective Time (other than certain excluded shares as described in the Merger Agreement) was cancelled and converted into the right to receive 0.75 fully paid and non-assessable shares (the “Exchange Ratio” and such shares, the “Merger Consideration”) of Globus Medical Class A Common Stock, with cash in lieu of fractional”

BERKSHIRE HATHAWAY ENERGY CO completed an acquisition involving DECP Holdings, Inc. (the Seller), an indirect wholly owned subsidiary of Dominion Energy, Inc. for approximately $3.3 billion in cash, plus the pro rata portion of the quarterly distribution to be made by Cove Point for the fiscal quarter in which the Transac (closed 2023-09-01).

“Under the terms of the Purchase and Sale Agreement (the “Purchase Agreement”), dated as of July 9, 2023, among the Buyer, BHE, the Seller and DEI, the Buyer paid approximately $3.3 billion in cash, plus the pro rata portion of the quarterly distribution to be made by Cove Point for the fiscal quarter in which the Transaction closed, which we have estimated to be”

BARNES GROUP INC completed an acquisition involving MB Aerospace Group Holdings Limited for $740 million (closed 2023-08-31).

“Barnes completed the Transaction. The Transaction values the Company at approximately $ 740 million, on an enterprise value basis”

Mobile Infrastructure Corp underwent a change of control involving Color Up, LLC for Each issued and outstanding share of MIC Common Stock converted into the right to receive such number of shares of New MIC Common Stock at an exchange ratio of (closed 2023-08-25).

“On August 25, 2023, as contemplated by the Merger Agreement and described in the section titled " The Merger—The Merger Agreement " beginning on page 222 of the Joint Proxy Statement/Prospectus, following the Domestication: (a) Merger Sub merged with and into MIC (the " First Merger ") with MIC continuing as the surviving entity (the " First-Step Surviving Company " and the time the First Merger became effective being referred to as the " First Effective Time "), and (b) immediately following the First Effective Time, the First-Step Surviving Company merged with and into New MIC in accordance with the Maryland General Corporation Law (the " Second Merger " and, together with the First Merger, the " Merger "), with New MIC continuing as the surviving entity resulting from the Second Merger.”