M&A Transactions

NOCERA, INC. completed an acquisition involving Zhe Jiang Xin Shui Hu Digital Information, Ltd. (closed 2023-06-01).

“On June 1, 2023, Gui Zhou Grand Smooth Technology Ltd. (“GZ GST”), a wholly owned subsidiary of Nocera, Inc. (the “Company”), entered into that certain Share Purchase Agreement dated as of June 1, 2023 (the “Share Purchase Agreement”), with Zhe Jiang Xin Shui Hu Digital Information, Ltd. (“Zhe Jiang”), pursuant to which GZ GST acquired all of the issued and outstanding equity securities of Zhe Jiang from the stockholders of Zhe Jiang (the “Zhe Jiang Acquisition”) in exchange for the issuance of (i) 1,500,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) and (ii) 1,000,000 Class C Warrants of the Company.”

LM FUNDING AMERICA, INC. completed an acquisition involving Symbiont.io, LLC for purchase price of $2,589,416 (closed 2023-06-05).

“on June 5, 2023. Pursuant to the Asset Purchase Agreement, the Company purchased substantially all of the assets of Symbiont (the “Purchased Assets”) for a purchase price of $2,589,416, which was paid by means of a credit bid of the full amount of the note payable owed by Symbiont to the Company. The Purchased Assets are comprised principally of intellectual”

VIASAT INC completed an acquisition involving Connect Topco Limited (Inmarsat) for cash consideration equal to $550.7 million, subject to adjustments, and approximately 46.36 million unregistered shares of common stock, par value $0.0001 per s (closed 2023-05-30).

“On June 2, 2023, Viasat, Inc., a Delaware corporation (“ Viasat ”), filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “ Initial Form 8-K ”) disclosing that on May 30, 2023, Viasat purchased all of the issued and outstanding shares of Connect Topco Limited, a private company limited by shares and incorporated in Guernsey (“ Inmarsat ”), pursuant to the previously announced Share Purchase Agreement, dated as of November 8, 2021, by and among Viasat, the shareholders of Inmarsat and the other parties thereto, in exchange for (i) cash consideration equal to $550.7 million, subject to adjustments, and (ii) approximately 46.36 million unregistered shares of common stock, par value $0.0001 per share, of Viasat, upon the terms and subject to the conditions set forth therein.”

Virgin Orbit Holdings, Inc. completed a disposition involving Stratolaunch, LLC for $17.0 million (closed 2023-06-05).

“On June 5, 2023, pursuant to a stalking horse asset purchase agreement with Stratolaunch, LLC (“Stratolaunch”), the Company completed the sale of specified assets to Stratolaunch, including the Company’s specially modified Boeing 747 aircraft, known as Cosmic Girl, and certain other specifically scheduled assets primarily related to the aircraft, for an aggregate purchase price of $17.0 million.”

Virgin Orbit Holdings, Inc. completed a disposition involving Launcher, Inc for $2.7 million (closed 2023-06-02).

“On June 2, 2023, pursuant to an asset purchase agreement with Launcher, Inc (“Launcher”), the Company completed the sale of specified assets to Launcher, including machinery and equipment located at the Company’s facility in Mojave, California, for an aggregate purchase price of $2.7 million.”

Virgin Orbit Holdings, Inc. completed a disposition involving Inliper Acquisition, LLC and Liquidity Services Operations, LLC for $650,000 (closed 2023-06-02).

“On June 2, 2023, pursuant to an asset purchase agreement with Inliper Acquisition, LLC and Liquidity Services Operations, LLC (together, “Inliper”), the Company completed the sale of specified assets to Inliper, including machinery and equipment located at the Company’s McGowen facility in Long Beach, California, for an aggregate purchase price of $650,000.”

Virgin Orbit Holdings, Inc. completed a disposition involving Rocket Lab USA, Inc. for $16.1 million (closed 2023-06-02).

“On June 2, 2023, pursuant to an asset purchase agreement with Rocket Lab USA, Inc. (“Rocket Lab”), Rocket Lab assumed the Company’s commercial lease in Long Beach, California and completed the purchase of specified assets from the Debtors, including machinery and equipment located at such facility, for an aggregate purchase price of $16.1 million.”

VIASAT INC completed an acquisition involving the shareholders of Inmarsat for cash consideration equal to $550.7 million, subject to adjustments, and (ii) approximately 46.36 million unregistered shares of common stock (closed 2023-05-30).

“Agreement ”), by and among Viasat, the shareholders of Inmarsat and the other parties thereto (collectively, the “ Sellers ”) in exchange for (i) cash consideration equal to $550.7 million, subject to adjustments, and (ii) approximately 46.36 million unregistered shares of common stock, par value $0.0001 per share, of Viasat (“ Common Stock ”), upon the terms and”

EMERSON ELECTRIC CO completed a disposition involving BCP Emerald Aggregator L.P. (affiliates of Blackstone Inc.) for $14.0 billion transaction (closed 2023-05-31).

“(which constitutes the former Climate Technologies segment, excluding Therm-O-Disc, which was divested earlier in fiscal 2022) to private equity funds managed by Blackstone in a $14.0 billion transaction. Emerson received upfront, pre-tax cash proceeds of approximately $9.7 billion and a note receivable with a face value of $2.25 billion (which will accrue 5”

KORE Group Holdings, Inc. completed an acquisition involving Twilio Inc. (closed 2023-06-01).

“As previously disclosed, on March 26, 2023, KORE Group Holdings, Inc., a Delaware corporation (“ KORE ”), entered into a Purchase Agreement (the “ Purchase Agreement ”) with Twilio Inc. (“ Twilio ”), whereby KORE agreed to purchase, or to cause one or more of its subsidiaries to purchase, subject to the satisfaction or waiver of the conditions set forth therein, the “internet of things” business of Twilio, through the purchase of certain assets, including certain technology and intellectual property rights, and the assumption of certain liabilities, of Twilio and certain of its subsidiaries (the “ Transaction ”).”

MOMENTIVE GLOBAL INC. underwent a change of control involving Mercury Bidco LLC for total consideration payable to the Company’s equityholders in connection with the Merger was approximately $1.5 billion (closed 2023-05-31).

“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 $1.5 billion. The funds used by Parent to consummate the Merger and complete the related transactions came from equity contributions from an investment consortium led by STG, and the”

Elicio Therapeutics, Inc. underwent a change of control involving Elicio Therapeutics, Inc. (closed 2023-06-01).

“On June 1, 2023, the Delaware corporation formerly known as "Angion Biomedica Corp." completed its previously announced merger transaction in accordance with the terms and conditions of the Agreement and Plan of Merger and Reorganization, dated as of January 17, 2023 (the "Merger Agreement"), by and among Angion Biomedica Corp. ("Angion"), Arkham Merger Sub, Inc., a wholly owned subsidiary of Angion ("Merger Sub"), and Elicio Therapeutics, Inc. ("Elicio"), pursuant to which Merger Sub merged with and into Elicio, with Elicio surviving the merger as a wholly owned subsidiary of Angion (the "Merger").”

PAR PACIFIC HOLDINGS, INC. completed an acquisition involving Exxon Mobil Corporation, ExxonMobil Oil Corporation, ExxonMobil Pipeline Company LLC for $310 million (closed 2023-06-01).

“the Purchasers and, solely for certain purposes specified in the Purchase Agreement, the Company. The purchase price for the Transaction includes a base purchase price of $310 million (including a $30 million deposit funded at signing), approximately $290 million for the estimated value of hydrocarbon inventory, and an aggregate of approximately $38 million”

MDU RESOURCES GROUP INC completed a disposition involving Knife River Corporation (closed 2023-05-31).

“into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”) with Knife River Corporation (formerly known as Knife River Holding Company) (“Knife River”) , pursuant to which the Company agreed to transfer its wholly owned subsidiary KRC Materials, Inc.”

HNI CORP completed an acquisition involving Kimball International, Inc. for $9.00 in cash and 0.1301 shares of HNI common stock per share (closed 2023-06-01).

“law, and (d) certain shares of Kimball Common Stock subject to long-term incentive awards (collectively, the “ Excluded Shares ”)), was converted into the right to receive (i) $9.00 in cash (the “ Cash Consideration ”) and (ii) 0.1301 of a validly issued, fully paid and nonassessable share of common stock of HNI, par value $1.00 per share (“ HNI Common Stock”

KIMBALL INTERNATIONAL INC underwent a change of control involving HNI Corporation for $9.00 in cash and 0.1301 of a share of HNI common stock (closed 2023-06-01).

“Indiana law, and (d) certain shares of Common Stock subject to long-term incentive awards) was converted automatically into the right to receive an amount of cash equal to $9.00 (the “cash consideration”), and 0.1301 of a validly issued, fully paid and nonassessable share of HNI common stock (the “exchange ratio”), and cash in lieu of fractional shares,”

Sinclair, Inc. underwent a change of control involving shareholders of SBG for exchange of SBG common shares for New Sinclair common shares on a one-for-one basis (closed 2023-06-01).

“Effective at 12:00 am Eastern U.S. time on June 1, 2023 (the “ Share Exchange Effective Time ”), pursuant to the Share Exchange Agreement and Articles of Share Exchange filed with the Maryland State Department of Assessments and Taxation, the share exchange between New Sinclair and SBG was completed (the “ Share Exchange ”).”

Knife River Corp completed a disposition involving MDU Resources Group, Inc. (closed 2023-05-31).

“Distribution Agreement”) with MDU Resources Group, Inc. (“MDU Resources”), pursuant to which MDU Resources agreed to transfer its wholly owned subsidiary KRC Materials, Inc.”

Stran & Company, Inc. completed an acquisition involving T R Miller Co., Inc. for $2,154,230.21 in cash (closed 2023-06-01).

“On June 1, 2023, the Closing was completed. Pursuant to the Purchase Agreement, the Company paid T R Miller $2,154,230.21 in cash, reflecting the purchase price of $1,000,000 as adjusted by a $1,123,071.82 working capital adjustment”

VIEMED HEALTHCARE, INC. completed an acquisition involving Home Medical Products, Inc. for approximately $28 million in cash (closed 2023-06-01).

“HMP, Kevin Atkins and David Steele (collectively, the “Stockholders”). Viemed acquired from the Stockholders 100% of the equity ownership of HMP in exchange for approximately $28 million in cash, subject to customary post-closing net working capital and other adjustments. Approximately $15 million of the purchase consideration was funded by cash on hand, $8”

Cibus, Inc. completed an acquisition involving Cibus Global, LLC (closed 2023-05-31).

“On May 31, 2023, Calyxt completed its business combination with Cibus in accordance with the terms of the Merger Agreement.”

Adaptimmune Therapeutics PLC completed an acquisition involving TCR 2 Therapeutics Inc. for all-stock transaction (closed 2023-06-01).

“On June 1, 2023, Adaptimmune Therapeutics plc, a public limited company incorporated in England and Wales (“ Adaptimmune ”), completed the previously announced strategic combination contemplated by that certain Agreement and Plan of Merger, dated as of March 5, 2023, as amended by Amendment No. 1 to the Agreement and Plan of Merger entered into as of April 5, 2023 (as amended, the " Merger Agreement "), with TCR 2 Therapeutics Inc., a Delaware corporation (" TCR 2 "), Adaptimmune, and CM Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Adaptimmune (" Merger Sub ").”

Ashford Inc. completed an acquisition involving Alii Nui and Maui Dive Shop for $11.0 million (closed 2023-03-17).

“RED completed the transaction to acquire Alii Nui on March 17, 2023 for a total purchase price of $11.0 million, which consisted of $8.0 million in cash (subject to certain adjustments), $1.0 million of contingent consideration and 80,000 preferred units issued by RED issued at $25 per unit for a total liquidation value of $2.0 million.”

MONEYGRAM INTERNATIONAL INC underwent a change of control involving Madison Dearborn Partners, LLC for approximately $1.1 billion (closed 2023-06-01).

“of the Merger, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of Parent. The aggregate Merger Consideration was approximately $1.1 billion, and the Merger Consideration was funded through equity contributions received by Parent and with proceeds from debt financing. --- EX-99.1 (EX-99.1) --- EX-99.1 Exhibit 99.1”

Broadmark Realty Capital Inc. underwent a change of control involving Ready Capital Corporation (closed 2023-05-31).

“On May 31, 2023, pursuant to the Merger Agreement, the Company merged with and into Merger Sub, with Merger Sub continuing as the surviving company.”

M2i Global, Inc. underwent a change of control involving U.S. Minerals and Metals Corp. (closed 2023-05-16).

“The closing of the Merger took place on May 16, 2023 (the “Closing”), and on May 16, 2023, the Company filed Articles of Conversion/Exchange/Merger with the Secretary of State of the State of Nevada pertaining to the merger of Merger Sub into USMM, with USMM as the surviving entity wholly owned by the Parent, and the Merger became effective on that date.”

Ready Capital Corp underwent a change of control involving Broadmark Realty Capital Inc. (closed 2023-05-31).

“Ready Capital, Merger Sub, and Broadmark completed the Merger pursuant to the terms of the Merger Agreement.”

TIGO ENERGY, INC. underwent a change of control involving Roth CH Acquisition IV Co. for Each share of Legacy Tigo common stock converted into 0.233335 shares of New Tigo common stock; Legacy Tigo stock options and warrants converted on same ratio (closed 2023-05-23).

“0001855447 false --12-31 Roth CH Acquisition IV Co. 0001855447 2023-05-30 2023-05-30 0001855447 dei:FormerAddressMember 2023-05-30 2023-05-30 0001855447 TYGO:CommonStockParValue0.0001PerShareMember 2023-05-30 2023-05-30 0001855447 TYGO:WarrantsToPurchaseCommonStockAtExercisePriceOf11.50PerShareMember 2023-05-30 2023-05-30 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.”

FRONTERA GROUP INC. completed an acquisition involving Robert Espaillat and Global Market Link, LLC for purchase price of $500,000 (closed 2023-05-05).

“Effective May 5, 2023 the Company completed the remainder of the transaction by completing an assignment of membership of GML (the “Assignment”) at a purchase price of $500,000”

Laredo Oil, Inc. completed a disposition involving Mark See for $97,760 of Mr. See's unpaid compensation (closed 2023-05-23).

“Effective May 23, 2023, Laredo Oil, Inc. (the “Company”) transferred to Mark See, the Company’s Chief Executive Officer, two vehicles, a 2018 Ford Explorer and a John Deere Hoe Loader Model 420F2, which the Company determined had a combined current market value of $97,760. The transfer of the vehicles to Mr. See was in consideration of $97,760 of Mr. See’s unpaid compensation.”

DMK PHARMACEUTICALS Corp completed an acquisition involving DMK Pharmaceuticals Corporation (closed 2023-05-25).

“On May 25, 2023, Adamis Pharmaceuticals Corporation, a Delaware corporation (“Adamis” or the “Company”), completed its merger transaction with DMK Pharmaceuticals Corporation (“DMK”)”

Bioventus Inc. completed a disposition involving LifeNet Health for $35.0 million (closed 2023-05-22).

“On May 22, 2023 , the Transaction closed (the “Closing”) and the Sellers received a cash payment of $35.0 million subject to customary post-closing adjustments for working capital.”

Sisecam Resources LP underwent a change of control involving Sisecam Chemicals Wyoming LLC and Sisecam Chemicals Newco LLC for $25.00 per Common Unit in cash (closed 2023-05-26).

“such date below: Scheduled Term Loan Repayment Date Amortization December 31, 2023 $ 30,000,000.00 December 31, 2024 $ 30,000,000.00 December 31, 2025 $ 30,000,000.00 October 25, 2026 $ 20,000,000.00 Net proceeds from the Term Loan Facility were used, among other things, to finance the Merger, including the payment of the Merger Consideration (as defined”

PLx Pharma Winddown Corp. completed a disposition involving PLx Acquisition Company, LLC (closed 2023-05-26).

“Pursuant to the Asset Purchase Agreement, the Sale was consummated on May 26, 2023.”

VINCE HOLDING CORP. completed a disposition involving ABG-Vince LLC (f/k/a ABG-Viking, LLC) for $76.5 million (closed 2023-05-25).

“business operated under the VINCE brand of Seller to Buyer in exchange for Buyer paying to Seller aggregate consideration consisting of (i) Buyer making a cash payment equal to $76.5 million and (ii) Buyer issuing units of Buyer to Seller representing a 25% ownership stake in Buyer (the “Seller Units”) (the “Asset Sale”). The Asset Sale was consummated in accordance”

Ivanhoe Electric Inc. completed an acquisition involving Wolff-Harvard Ventures, LLC for $116.86 million (closed 2023-05-23).

“On May 23, 2023 (the “Closing Date”), Mesa Cobre Holding Corporation (“Mesa Cobre”), a wholly-owned subsidiary of Ivanhoe Electric Inc. (the “Company”), completed its previously announced acquisition of certain real property situated in Pinal County, Arizona and certain water rights, intangible property and surface access rights in exchange for aggregate consideration of $116.86 million”

Finnovate Acquisition Corp. underwent a change of control involving Sunorange Limited (closed 2023-05-08).

“On May 8, 2023, the Company completed the closing of the Investment (the "Closing") after the Company's shareholders approved of certain proposals discussed below, and after certain closing conditions were met, including but not limited to:”

Evoqua Water Technologies Corp. underwent a change of control involving Xylem Inc. for 0.48 Xylem Shares per share (closed 2023-05-24).

“or Company Shares owned, directly or indirectly, by Xylem or Merger Sub immediately prior to the Effective Time) was converted by virtue of the Merger into the right to receive 0.48 (the “Exchange Ratio”) Xylem Shares, with cash paid in lieu of the issuance of any fractional Xylem Shares (the “Merger Consideration”). Treatment of Company Options Pursuant to”

Titan Environmental Solutions Inc. completed an acquisition involving Titan Trucking, LLC; Titan 5, LLC; Titan National Holdings 2, LLC; Jeffrey Rizzo; William McCauley for 630,900 shares of Series C Convertible Preferred Stock (closed 2023-05-19).

“As described under Item 1.01 of this Current Report on Form 8-K, on the Closing Date, the Company completed its acquisition of the membership interests of Titan in exchange for the issuance by the Company to the Sellers of 630,900 shares of Series C Preferred Stock.”

Xylem Inc. completed an acquisition involving Evoqua Water Technologies Corp. for all-stock transaction valued at approximately $7.5 billion (closed 2023-05-24).

“of Evoqua Water Technologies Corp. (“Evoqua”), a leader in mission-critical water treatment solutions and services, in an all-stock transaction valued at approximately $7.5 billion. The combination creates the world’s most advanced platform of capabilities to address customers’ and communities’ critical water challenges. Headquartered in Washington, D.C.,”

HC LIQUIDATING, INC. completed a disposition involving Getaround, Inc. for Cash at Closing in an amount equal to $8,125,956 (closed 2023-05-16).

“the purchase of the assets was: (i) the Deposit required by the Bidding Procedures; (ii) Assumption of the Assumed Liabilities; and (iii) Cash at Closing in an amount equal to $8,125,956 minus (x) the Deposit amount minus (y) the aggregate amount of Seller-Responsible Vendor Liabilities paid by Getaround as of the Closing Date up to an amount not to exceed the”

Rumble Inc. completed an acquisition involving Callin Corp. for an upfront payment of 1,000,000 shares of the Company’s Class A common stock, par value $0.0001 per share (closed 2023-05-15).

““ Merger Sub 2 ”), CallIn Corp., a Delaware corporation (“ Callin ”), and, solely for the purposes of Section 7.16 therein, Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the”

EyePoint, Inc. completed a disposition involving Alimera Sciences, Inc. for Upfront payment of $75 million, four quarterly guaranteed payments totaling $7.5 million during 2024, and royalties from 2025 to 2028 at a percentage of low-to- (closed 2023-05-17).

“(the “ Company ”) entered into a product rights agreement (the “ Product Rights Agreement ”) with Alimera Sciences, Inc. (“ Alimera ”) to grant to Alimera an exclusive (even as to the Company) and sublicensable (in accordance with the terms of the Product Rights Agreement) right and license (the “ License ”) under the Company’s and its affiliates’ interest in certain of the Company’s and its affiliates’ intellectual property to develop, manufacture, sell, commercialize and otherwise exploit certain products, including YUTIQ ® (fluocinolone acetonide intravitreal implant) 0.18 mg, for the treatment and prevention of uveitis in the entire world except Europe, the Middle East and Africa (the “ Licensed Territory ”).”

ALIMERA SCIENCES INC completed an acquisition involving EyePoint Pharmaceuticals, Inc. for $75 million upfront payment plus four quarterly guaranteed payments totaling $7.5 million during 2024 and royalties (closed 2023-05-17).

“(“ Alimera ” or the “Company”) entered into a product rights agreement (the “ Product Rights Agreement ”) with EyePoint Pharmaceuticals, Inc. (“ EyePoint ”) whereby Alimera was granted an exclusive and sublicensable (in accordance with the terms of the Product Rights Agreement) right and license (the “ License ”) under EyePoint’s and its affiliates’ interest in certain of EyePoint’s and its affiliates’ intellectual property to develop, manufacture, sell, commercialize and otherwise exploit certain products, including YUTIQ ® (fluocinolone acetonide intravitreal implant) 0.18 mg, for the treatment and prevention of uveitis in the entire world, except Europe, the Middle East and Africa (the “ Licensed Territory ”).”

Next Bridge Hydrocarbons, Inc. completed an acquisition (closed 2023-05-11).

“On May 11, 2023, the Company and its wholly owned subsidiary Hudspeth, entered into a Contribution and Exchange Agreement (each, a “Contribution Agreement” and collectively, the “Contribution Agreements”) with each of the Company’s existing Orogrande Project working interest owners (each, an “Orogrande Owner” and collectively, the “Orogrande Owners”) named in the table below, pursuant to which at the Closing (as defined in each Contribution Agreement), the Company issued to the Orogrande Owners the number of shares of the Company’s common stock set forth opposite such Orogrande Owner’s name below in exchange for and in order to acquire such Orogrande Owner’s rights to the working interest in the Orogrande Project.”

Next Bridge Hydrocarbons, Inc. completed an acquisition involving Wolfbone Investments, LLC (closed 2023-05-11).

“The Merger became effective on April 25, 2023 and the closing of the Merger occurred on May 11, 2023.”

Cann American Corp. completed an acquisition involving Red Sand Health, LLC, d/b/a Liberty Health Plus (closed 2023-05-10).

“On May 10, 2023, the Company completed the acquisition of Red Sand Health, LLC, d/b/a Liberty Health Plus as a wholly owned subsidiary of the Company.”

Mondee Holdings, Inc. completed an acquisition involving Consolid Mexico Holding, S.A.P.I. de C.V., José Luis Castro Gómez, Abraham Shabot Cherem, Judith Guerra Aguijosa for total consideration of (i) $4,000,000 on the Closing Date, with an adjustment for working capital and (ii) an earn-out component up to an aggregate of $1,000,00 (closed 2023-05-12).

“other transactions contemplated by the Purchase Agreement, the “ Acquisition ”). In exchange for the Target Securities, Buyers agreed to pay Sellers total consideration of (i) $4,000,000 on the Closing Date, with an adjustment for working capital and (ii) an earn-out component up to an aggregate of $1,000,000 and 400,000 shares of Class A common stock of Mondee,”

Mondee Holdings, Inc. completed an acquisition involving Diana Krepinsky Rodrigues and Cynthia Sherry Ann Krepinsky Rodrigues for $8,880,000 (closed 2023-05-12).

“other transactions contemplated by the Purchase Agreement, the “ Acquisition ”). In exchange for the Target Securities, Buyer agreed to pay Sellers total consideration of (i) $8,880,000, comprised of (a) a cash component equal to $4,000,000, which was paid to Sellers on the Closing Date, (b) an amount of $720,000, payable in thirty-six (36) monthly installments,”

WATERS CORP /DE/ completed an acquisition involving Wyatt Technology LLC for $1,360,000,000 in cash (closed 2023-05-16).

“and Geofrey Wyatt in his capacity as representative of the Shareholders (“Representative”). The total purchase price payable to the Shareholders of Wyatt Technology was $1,360,000,000 in cash, as adjusted for closing cash, closing indebtedness, closing working capital and closing transaction expenses, in each case as set forth in the Purchase Agreement (the”