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M&A Transactions

Mergers, acquisitions, and dispositions disclosed under 8-K Items 2.01/5.01.

8-K items 2.01, 5.01 JSON
DROR Dror Ortho-Design, Inc.

Dror Ortho-Design, Inc. completed an acquisition involving shareholders of Private Dror (closed 2023-08-14).

“on August 14, 2023, the shareholders of Private Dror transferred all of their ordinary shares in Private Dror to the Company in exchange for 7,576,999 newly issued shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), of the Company and 106,782,187 shares of common stock, par value $0.0001 per share (the “Common Stock”). As a result of these share exchanges, Private Dror became a wholly owned subsidiary of the Company.”
SALISBURY BANCORP, INC.

SALISBURY BANCORP, INC. completed an acquisition involving Salisbury Bancorp, Inc. for 0.7450 shares of NBT common stock (closed 2023-08-11).

“and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”) , each share of Salisbury common stock was converted into the right to receive 0.7450 shares of NBT common stock, with cash payable in lieu of any fractional shares. A copy of Salisbury’s press release dated August 14, 2023, announcing the completion of the Merger,”
SALISBURY BANCORP, INC.

SALISBURY BANCORP, INC. underwent a change of control involving NBT Bancorp Inc. for 0.7450 shares of NBT common stock (closed 2023-08-11).

“and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”) , each share of Salisbury common stock was converted into the right to receive 0.7450 shares of NBT common stock, with cash payable in lieu of any fractional shares. A copy of Salisbury’s press release dated August 14, 2023, announcing the completion of the Merger,”
ETHEMA HEALTH Corp

ETHEMA HEALTH Corp completed a disposition involving Pontus Net Lease Advisors, LLC for sale of 950 for $8,500,000 (closed 2023-08-04).

“On August 4, 2023 the Company completed both the purchase of 950 from Evernia Station Limited Partnership and the sale of 950 to Pontus Net Lease Advisors, LLC.”
ETHEMA HEALTH Corp

ETHEMA HEALTH Corp completed an acquisition involving Evernia Station Limited Partnership for purchase of 950 Evernia Street for the sum of $5,500,000 (closed 2023-08-04).

“On August 4, 2023 the Company completed both the purchase of 950 from Evernia Station Limited Partnership and the sale of 950 to Pontus Net Lease Advisors, LLC.”
ETHEMA HEALTH Corp

ETHEMA HEALTH Corp completed a disposition involving Leonite Capital, LLC for Leonite exchanged their $400,000 Series B preferred stock in the Company together with accrued and outstanding dividends of $61,183 for all of the outstanding s (closed 2023-06-30).

“r the “Company”), Cranberry Cove Holdings Ltd., (“ CCH ”), and Leonite Capital, LLC, (“Leonite” and together with the Company and CCH, the “ Parties ”) entered into a Share Exchange Agreement that would transfer”
Airspan Networks Holdings Inc.

Airspan Networks Holdings Inc. completed a disposition involving Radisys Corporation for aggregate purchase price of approximately $60 million in cash (closed 2023-08-11).

“the terms of the Purchase Agreement, ANI sold all of the issued and outstanding shares of common stock of Mimosa to Buyer for an aggregate purchase price of approximately $60 million in cash (subject to customary adjustments as set forth in the Purchase Agreement). The purchase price was determined based on negotiations between Buyer and ANI prior to signing”
ECXJ CXJ GROUP CO., Ltd

CXJ GROUP CO., Ltd completed a disposition involving Mr. Qing Wang for RMB 1 yuan (closed 2023-08-01).

“12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered None None None Item 1.01 Entry into a Material Definitive Agreement. On August 1, 2023, CXJ Technology (Hangzhou) Co., Ltd, a Chinese corporation (“the Company”) and a subsidiary of CXJ Group Co., Limited and signed an equity transfer agreement (the”
Sigilon Therapeutics, Inc.

Sigilon Therapeutics, Inc. underwent a change of control involving Eli Lilly and Company for $14.92 per Share in cash plus one contingent value right per Share (closed 2023-08-11).

“to purchase any and all of the issued and outstanding shares (the “Shares”) of common stock, par value $0.001 per Share (the “Common Stock”), of the Company in exchange for (a) $14.92 per Share, net to the stockholder in cash, without interest (the “Closing Amount”), plus one contingent value right per Share (each a “CVR”), which represents the contractual”
Arma Services Inc

Arma Services Inc completed an acquisition involving Wenflor International Inc. for 6,000,000 newly issued shares of ARMV common stock (closed 2023-02-27).

“with Wenflor International Inc. and Bret International Holding Corp. (“Bret”) to acquire from Wenflor International Inc. all of the outstanding shares of Bret in exchange for 6,000,000 newly issued shares of ARMV common stock. Inc. and Bret International Holding Corp. (“Bret”) to acquire from Wenflor International Inc. all of the outstanding shares of Bret in”
LFWD Lifeward Ltd.

Lifeward Ltd. completed an acquisition involving AlterG, Inc. for $19 million in cash (closed 2023-08-11).

“AlterG became an indirect and wholly owned subsidiary of the Company. The aggregate consideration paid by RRI at the Closing pursuant to the Agreement was approximately $19.0 million in cash (subject to customary adjustments for net working capital, indebtedness, cash, and transaction expenses). Following the Closing, the Agreement provides for two potential”
NIXX Nixxy, Inc.

Nixxy, Inc. completed a disposition involving Insigma, Inc. and Akvarr, Inc. (wholly owned subsidiaries of Futuris Company).

“Upon the terms and subject to the conditions of the Agreements, Recruiter Consulting agreed to sell its right, title, and exclusive interest in certain client contracts and associated staff, contractors, business information, and relationships related thereto (collectively, the "Acquired Assets") to Insigma and Akvarr (the “Disposition”).”
CHINOOK THERAPEUTICS, INC.

CHINOOK THERAPEUTICS, INC. underwent a change of control involving Novartis AG (closed 2023-08-11).

“This Current Report on Form 8-K is being filed in connection with the consummation on August 11, 2023 (the “Merger Closing Date”) of the transactions contemplated by the previously announced Agreement and Plan of Merger, dated as of June 11, 2023 (the “Merger Agreement”), by and among Chinook Therapeutics, Inc., a Delaware corporation (“Chinook” or the “Company”), Novartis AG, a company organized under the laws of Switzerland (“Parent” or “Novartis”), and Cherry Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Novartis (“Merger Sub”).”
IVF INVO Fertility, Inc.

INVO Fertility, Inc. completed an acquisition involving Wisconsin Fertility Institute (the Clinic, comprised of Wisconsin Fertility and Reproductive Surgery Associates, S.C. and Fertility Labs of Wisconsin, LLC) for $10 million (closed 2023-08-10).

“On August 10, 2023, INVO through Buyer consummated its acquisition of the Wisconsin Fertility Institute (the "Clinic") for a combined purchase price of $10 million”
HEI HEICO CORP

HEICO CORP completed an acquisition involving Jazz Parent, Inc. for $1.9 billion (closed 2023-08-04).

“entity and a wholly owned subsidiary of the Company (the “Merger”). Pursuant to the Merger Agreement, Target's stockholders received (i) cash consideration in an amount equal to $1.9 billion, less certain working capital, debt and other customary adjustments set forth in the Merger Agreement and (ii) 1,137,628 validly issued, fully paid and non-assessable shares of”
SNTI Senti Biosciences, Inc.

Senti Biosciences, Inc. completed a disposition involving GeneFab, LLC and Valere Bio, Inc. for $37.8 million in cash (closed 2023-08-07).

“”). Pursuant to the Agreement, Company sold the Purchased Assets, and consummated, or will consummate, the other transactions contemplated thereby, for total consideration of $37.8 million in cash (of which the amounts payable at closing of the transactions contemplated by the Agreement shall be subject to certain offsets against the advance payment under the DMSA”
XTNT Xtant Medical Holdings, Inc.

Xtant Medical Holdings, Inc. completed an acquisition involving Surgalign Holdings, Inc. for $5 million (closed 2023-08-10).

“Seller’s bankruptcy proceedings. The Bankruptcy Court issued a Sale Order on August 9, 2023 approving and authorizing the Transaction. The Company funded the purchase price of $5 million, plus Liabilities, with cash on hand. The foregoing summary of the Asset Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of”
DICE Therapeutics, Inc.

DICE Therapeutics, Inc. underwent a change of control involving Eli Lilly and Company for $48.00 per Share in cash (closed 2023-08-09).

“to purchase all of the issued and outstanding shares (the “ Shares ”) of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”), at a purchase price of $48.00 per Share (the “ Offer Price ”), net to the stockholder in cash, without interest and less any applicable tax withholding. The Offer and related withdrawal rights expired as”
ZEOX Zeo ScientifiX, Inc.

Zeo ScientifiX, Inc. completed a disposition involving a non-affiliated third party purchaser for $1,250,000 plus the assumption by Purchaser of all remaining financial and other obligations under the leases (closed 2023-08-07).

“the assignment of the leases for the Laboratory premises and certain laboratory equipment and the sale of leasehold improvements and inventory. The purchase price paid was $1,250,000 plus the assumption by Purchaser of all remaining financial and other obligations under the leases for the Laboratory premises and certain laboratory equipment. In addition,”
LIMEADE, INC

LIMEADE, INC underwent a change of control involving WebMD Health Corp. for approximately $74 million (closed 2023-08-09).

“payable to holders of the Company’s Common Stock outstanding as of the Effective Time (including shares underlying Limeade CDIs) in connection with the Merger was approximately $74 million. The funds used by WebMD to consummate the Merger and complete the related transactions came from WebMD’s available cash on hand.”
AEI INCOME & GROWTH FUND 25 LLC

AEI INCOME & GROWTH FUND 25 LLC completed an acquisition involving AEI Property Corporation for $1,191,265 (closed 2023-08-03).

“On August 3, 2023 the Company purchased a 30% interest in the University of Iowa Health in Riverside, Iowa for $1,191,265 from AEI Property Corporation ("APC"), an affiliate of the Company.”
TRNS TRANSCAT INC

TRANSCAT INC completed an acquisition involving Axiom Test Equipment, Inc. for $38 million (closed 2023-08-08).

“or any associate of any such director or officer, other than in respect of the transaction. Pursuant to the Agreement, the Company acquired all of the capital stock of Axiom for $38 million, which was paid for in combination of the Company’s common stock, par value $0.50 per share (“Common Stock”), with a value up to $28 million, or up to 315,403 shares (the”
PDC ENERGY, INC.

PDC ENERGY, INC. underwent a change of control involving Chevron Corporation (closed 2023-08-07).

“As a result of the consummation of the Merger, a change of control of PDC occurred, and PDC became a direct, wholly-owned subsidiary of Chevron.”
ALUR ALLURION TECHNOLOGIES, INC.

ALLURION TECHNOLOGIES, INC. underwent a change of control involving Compute Health Acquisition Corp. for Each share of Compute Health Class A Common Stock converted into right to receive 1.420455 shares of New Allurion Common Stock; each Compute Health Public Warra (closed 2023-08-01).

“tion (the “ Company ”, “ New Allurion ”, “ we ” and “ our ”), entered into that certain business combination agreement (as the same was amended as of May 2, 2023, the “ Business Combination Agreement ”), dated as of February 9, 2023, by and among the Company, Compute Health Acquisition Corp. (“ Compute Health ”), Compute Health Corp., a Delaware corporation and a then-direct, wholly-owned subsidiary of Compute Health (“ Merger Sub I ”), Compute Health LLC, a Delaware limited liability company and a then-direct, wholly-owned subsidiary of Compute Health (“ Merger Sub II ” and, together with Merger Sub I, the “ Merger Subs ”), and Allurion Technologies Opco, Inc.”
IMA ImageneBio, Inc.

ImageneBio, Inc. completed an acquisition involving Pionyr Immunotherapeutics, Inc. (closed 2023-08-04).

“On August 4, 2023, Ikena completed its business combination with Pionyr.”
EVER EverQuote, Inc.

EverQuote, Inc. completed a disposition involving MyPlanAdvocate Insurance Solutions Inc. for $13.2 million (closed 2023-08-01).

“selling to the Buyer all of the issued and outstanding membership interests of its subsidiary, Eversurance, LLC, an Indiana limited liability company, for cash consideration of $13.2 million, subject to customary post-closing adjustments (collectively, the “Transaction”). The Transaction closed concurrently with execution of the Purchase Agreement. The Purchase”
VGTel, Inc.

VGTel, Inc. underwent a change of control involving Chris Villareale.

“On August 7 20223 control of the Company has transferred from Jim DePrima to Chris Villareale by an Assignment and Assumption Agreement which transfers the ownership of the Series A Preferred Stock to Chis Villareale.”
SHBI SHORE BANCSHARES INC

SHORE BANCSHARES INC completed an acquisition involving The Community Financial Corporation.

“reporting under Item 2.01 the completion of its previously announced merger (the "Merger") with The Community Financial Corporation ("TCFC").”
HKHC Horizon Kinetics Holding Corp

Horizon Kinetics Holding Corp completed a disposition involving Alpha Skin LLC for $0.5 million upon execution of the Alpha Purchase Agreement, with an additional $2.2 million paid at closing (closed 2023-07-31).

“the transactions contemplated by the Alpha Purchase Agreement were consummated on July 31, 2023. The Alpha Buyer paid $0.5 million upon execution of the Alpha Purchase Agreement, with an additional $2.2 million paid at closing.”
WIRELESS TELECOM GROUP INC

WIRELESS TELECOM GROUP INC underwent a change of control involving Maury Microwave, Inc. (closed 2023-08-04).

“On August 4, 2023 (the "Closing Date"), the acquisition of Wireless Telecom Group, Inc., a New Jersey corporation ("WTT"), was completed pursuant to the terms of the previously announced Agreement and Plan of Merger”
CVLG COVENANT LOGISTICS GROUP, INC.

COVENANT LOGISTICS GROUP, INC. completed an acquisition involving Lew Thompson & Son Trucking, Inc. and related entities (Lew Thompson & Son) for closing enterprise value of approximately $100 million plus an earnout of up to $30 million (closed 2023-04-26).

“the terms of the Stock Purchase Agreement, the Company purchased 100% of the outstanding stock of Lew Thompson & Son in exchange for a closing enterprise value of approximately $100 million plus an earnout of up to $30 million depending on the results achieved by the business over the three following calendar years. The Purchase Agreement contains customary”
SERVOTRONICS INC /DE/

SERVOTRONICS INC /DE/ completed a disposition involving Blue Ridge Knives, Inc. for $2,100,000 (closed 2023-08-01).

“assumed liabilities in connection with the Purchased Assets (the “Asset Sale Transaction”). The purchase price for the Asset Sale Transaction consisted of a payment to OKC of $2,100,000, subject to certain adjustments, in cash. The foregoing description of the Asset Purchase Agreement does not purport to be a complete description of the rights and obligations of”
SMTI Sanara MedTech Inc.

Sanara MedTech Inc. completed an acquisition involving The Hymed Group Corporation and Applied Nutritionals, LLC for $15.25 million (closed 2023-08-01).

“HYCOL Hydrolyzed Collagen (Powder and Gel) (“HYCOL”) products for human wound care use. The Purchased Assets were purchased for an initial aggregate purchase price of $15.25 million, consisting of (i) $9.75 million in cash (the “Cash Closing Consideration”), (ii) 73,809 shares of the Company’s common stock, par value $0.001 per share (the “Stock Closing”
SRFM SURF AIR MOBILITY INC.

SURF AIR MOBILITY INC. completed an acquisition involving Southern Airways Corporation for $81.25 million (closed 2023-07-27).

“a number of shares of Company Common Stock (the “ Aggregate Merger Consideration ”) equal to the greater of (a) shares of Company Common having an aggregate value equal to $81.25 million (based upon the opening price of shares of Company Common Stock on the New York Stock Exchange on July 27, 2023 when those shares were first listed and traded) and (b) 12.5% of”
Embark Technology, Inc.

Embark Technology, Inc. underwent a change of control involving Applied Intuition, Inc. for $2.88 in cash (closed 2023-08-02).

“Pursuant to the Merger Agreement, at the effective time of the Merger (the “ Effective Time ”), each share of Class A common stock and Class B common stock of Embark, par value $0.0001 per share (collectively, the “ Common Stock ”), outstanding immediately prior to the Effective Time, was automatically converted into the right to receive $2.88 in cash, without interest thereon (the “ Per Share Price ”).”
CIVITAS RESOURCES, INC.

CIVITAS RESOURCES, INC. completed an acquisition involving Tap Rock Sellers (Tap Rock Resources Legacy, LLC, Tap Rock Resources Intermediate, LLC, Tap Rock Resources II Legacy, LLC, Tap Rock Resources II Intermediate, LLC, Tap Rock NM10 Legacy Holdings, LLC, Tap Rock NM10 Holdings Intermediate, LLC) for approximately $1,500,000,000 million in cash and 13,538,472 shares of common stock valued at approximately $950,000,000 (closed 2023-08-02).

“On August 2, 2023, the Company completed the Tap Rock Acquisition for a purchase price of (i) approximately $1,500,000,000 million in cash and (ii) 13,538,472 shares of common stock, par value $0.01 per share, of the Company (the “Shares”) valued, for purposes of the Tap Rock Acquisition Agreement, at approximately $950,000,000 (the “Tap Rock Stock Consideration”) as total consideration paid to the Tap Rock Sellers for the Tap Rock Interests.”
CIVITAS RESOURCES, INC.

CIVITAS RESOURCES, INC. completed an acquisition involving Hibernia Sellers (Hibernia Energy III Holdings, LLC and Hibernia Energy III-B Holdings, LLC) for approximately $2,250,000,000 in cash (closed 2023-08-02).

“On August 2, 2023, the Company completed the Hibernia Acquisition for a purchase price of approximately $2,250,000,000 in cash paid to the Hibernia Sellers for the Hibernia Interests.”
SPECTRUM PHARMACEUTICALS INC

SPECTRUM PHARMACEUTICALS INC underwent a change of control involving Assertio Holdings, Inc. for 0.1783 of a share of Assertio common stock and... a CVR to receive up to an additional $0.20 per common share (closed 2023-07-31).

“Merger Agreement, or by stockholders who have properly exercised and perfected appraisal rights under Delaware law) was cancelled and converted into the right to receive (a)(i) 0.1783 of a share of Assertio common stock and (ii) cash in lieu of fractional shares (the “Upfront Consideration”) and (b) a CVR to receive up to an additional $0.20 per common share”
Home Point Capital Inc.

Home Point Capital Inc. underwent a change of control involving Mr. Cooper Group Inc. for $2.33 per Share (closed 2023-08-01).

“common stock, par value $0.0000000072 per share, of the Company (such shares, the “ Shares ” and such stock, the “ Company Common Stock ”), other than the excluded shares, for $2.33 per Share, net to the seller in cash, without interest thereon (the “ Offer Price ”), and subject to any required withholding, upon the terms and subject to the conditions of the”
ASRT Assertio Holdings, Inc.

Assertio Holdings, Inc. completed an acquisition involving Spectrum Pharmaceuticals, Inc. for 0.1783 of a fully paid and non-assessable share of Company Common Stock and one CVR representing a contractual right to receive future conditional payments wort (closed 2023-07-31).

“ompany (“Merger Sub”), and Spectrum Pharmaceuticals, Inc., a Delaware corporation (“Spectrum”). On July 27, 2023, the Company held a virtual”
Greenrose Holding Co Inc.

Greenrose Holding Co Inc. completed a disposition involving NewCo for satisfaction in full and discharge of the applicable obligations (closed 2023-07-27).

“At the Holdings Closing, Holdings assigned, transferred and conveyed its Transferred Collateral to NewCo in exchange for satisfaction in full and discharge of the applicable obligations and assumption by NewCo of certain liabilities, including $5,000,000 of the obligations which remained outstanding and were allocated to Holdings as of the Theraplant and True Harvest closings which took place on July 21, 2023.”
PRTH Priority Technology Holdings, Inc.

Priority Technology Holdings, Inc. completed an acquisition involving Plastiq Inc., PLV Inc., and Nearside Business Corp. for $27,500,000 in cash at the consummation of the Sale (closed 2023-07-31).

“Purchase Agreement, in addition to the assumption of Liabilities (as defined in the Purchase Agreement), the Purchase Agreement provided for consideration that consisted of: (i) $27,500,000 in cash at the consummation of the Sale (the “ Closing ”); (ii) payment of the consideration to Blue Torch as described in the Earnout Agreement; and (iii) payment of the”
Univar Solutions Inc.

Univar Solutions Inc. underwent a change of control involving Apollo Global Management, Inc. and Abu Dhabi Investment Authority for $36.15 per share in cash (closed 2023-08-01).

“below) and (d) shares subject to time-based vesting, forfeiture or other lapse restrictions (“ Restricted Share Awards ”)) converted automatically into the right to receive $36.15 per share in cash, without interest, subject to any required tax withholding (the “ Merger Consideration ”). Additionally, at the Effective Time, each share of common stock, par”
ADUS Addus HomeCare Corp

Addus HomeCare Corp completed an acquisition involving American Home Care, LLC for $106.0 million (closed 2023-08-01).

“Parent”), and (iii) the Acquired Companies, Addus HealthCare acquired all of the issued and outstanding membership interests of AHC from Seller for a cash purchase price of $106.0 million, subject to customary adjustments for working capital and other items, which was paid in full in cash at the closing. The purchase was funded through a combination of cash on”
CEIN CAMBER ENERGY, INC.

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

“On August 1, 2023, Viking Merger Sub, Inc. (“Merger Sub”), a Nevada corporation and wholly owned subsidiary of Camber Energy, Inc., a Nevada corporation (“Camber”), completed the previously-announced merger (“the Merger”) with and into Viking Energy Group, Inc., a Nevada corporation (“Viking”), with Viking surviving the Merger as a wholly-owned subsidiary of Camber.”
Charge Enterprises, Inc.

Charge Enterprises, Inc. completed an acquisition involving Paul M. Williams for aggregate cash amount of $6,000,000 plus 2,085,263 shares of our Common Stock, which represents an aggregate value of $2,000,000 (closed 2023-08-01).

“and remain with the business moving forward as President and CEO of Greenspeed. In connection with the Greenspeed Acquisition, we paid the Seller an aggregate cash amount of $6,000,000 plus 2,085,263 shares of our Common Stock, par value $0.0001 per share, which represents an aggregate value of $2,000,000 based on the 30 day volume weighted average market price”
DMK PHARMACEUTICALS Corp

DMK PHARMACEUTICALS Corp completed a disposition involving FarmaKeio Pharmacy Network, LLC for $2,000,000, before commissions, fees and closing costs estimated at approximately $232,700 (closed 2023-07-25).

“we sold the building, real property, personal property, equipment and related assets. The total aggregate consideration for the sale of the real property and other assets was $2,000,000, before commissions, fees and closing costs estimated at approximately $232,700. The Agreement includes a number customary provisions addressing matters such as title and title”
BRWC Birdie Win Corp

Birdie Win Corp underwent a change of control involving TTTOP International Ltd for $0.124633 per share (closed 2023-07-27).

“a fully-diluted basis, and became the controlling shareholder. The transaction was completed on July 27, 2023 (the “Closing date”). The consideration paid for each share was $0.124633. The source of the cash consideration for the Shares was personal fund of the controlling person of Purchaser. Other than as described below, there are no arrangements or”
MBIO MUSTANG BIO, INC.

MUSTANG BIO, INC. completed a disposition involving uBriGene (Boston) Biosciences, Inc. for $6,000,000 (the "Base Amount") (closed 2023-07-28).

“detail below. Under the terms of the Amended Asset Purchase Agreement, on the Closing Date, uBriGene paid to the Company, as consideration for the Transaction, a base amount of $6,000,000 (the “ Base Amount ”). A contingent amount (the “ Contingent Amount ”) will be paid to the Company once the Company (i) completes an issuance of equity securities in an amount”
Nabriva Therapeutics plc

Nabriva Therapeutics plc completed a disposition involving Sumitomo Pharma Co., Ltd. for $15.0 million (closed 2023-07-30).

“the execution of the Asset Purchase Agreement. Under the terms of the Asset Purchase Agreement, the Purchaser agreed to pay to the Company an upfront cash payment of $15.0 million upon the closing of the Transaction, of which (i) $1.8 million was held back by the Purchaser as security for potential indemnification claims by the Purchaser (the “Holdback”

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.