secwatch / observer

M&A Transactions

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

8-K items 2.01, 5.01 JSON
Sumo Logic, Inc.

Sumo Logic, Inc. underwent a change of control involving Serrano Parent, LLC (affiliates of funds advised by Francisco Partners) for approximately $1.75 billion (closed 2023-05-12).

“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 $1.75 billion. The funds used by Parent to consummate the Merger and complete the related transactions came from equity contributions from the invested funds affiliated with Francisco”
TravelCenters of America Inc. /MD/

TravelCenters of America Inc. /MD/ underwent a change of control involving BP Products North America Inc. for $86.00 per share in cash (closed 2023-05-15).

“(as defined in the Merger Agreement) of the Company or Parent (other than Merger Subsidiary) immediately prior to the Effective Time), was converted into the right to receive $86.00 in cash, without interest (the “ Merger Consideration ”). Immediately prior to the Effective Time, each share of then-outstanding Company Stock granted subject to vesting or other”
QIND Quality Industrial Corp.

Quality Industrial Corp. completed an acquisition involving shareholders of Quality International for up to $137,000,000 in cash (closed 2023-03-06).

“International Co Ltd FZC (the “Shares”). On Closing Date March 6, 2023, QIND completed acquision of Quality International . The purchase price for the Shares shall be up to $137,000,000 in cash, paid in six tranches, subject to the achievement of financial milestones presented in a schedule of payments which are set forth in the Purchase Agreement. The following”
EBS Emergent BioSolutions Inc.

Emergent BioSolutions Inc. completed a disposition involving Bavarian Nordic for $270 million (closed 2023-05-15).

“the Company’s manufacturing site in Bern, Switzerland; and certain of its development facilities in San Diego, California. At the closing, Buyer paid a cash purchase price of $270 million, exclusive of customary closing adjustments for cash, indebtedness, working capital and transaction expenses of the business at closing (the "Purchase Price"). Bavarian Nordic”
NXUR Nxu, Inc.

Nxu, Inc. underwent a change of control involving Nxu, Inc. (closed 2023-05-12).

“On May 12, 2023, Atlis Motor Vehicles Inc. (“Atlis”) completed its previously announced reorganization merger pursuant to the Agreement and Plan of Merger, dated as of April 16, 2023 (the “Reorganization Agreement”), by and among Atlis, Nxu, Inc., a Delaware Corporation (“Nxu”), and Atlis Merger Sub, Inc., a Delaware corporation and, as of immediately prior to the consummation of such merger, a wholly-owned subsidiary of Nxu (“Merger Sub”).”
NXUR Nxu, Inc.

Nxu, Inc. underwent a change of control involving Nxu, Inc. (closed 2023-05-12).

“On May 12, 2023, Atlis Motor Vehicles Inc. (“Atlis”) completed its previously announced reorganization merger pursuant to the Agreement and Plan of Merger, dated as of April 16, 2023 (the “Reorganization Agreement”), by and among Atlis, Nxu, Inc., a Delaware Corporation (“Nxu”), and Atlis Merger Sub, Inc., a Delaware corporation and, as of immediately prior to the consummation of such merger, a wholly-owned subsidiary of Nxu (“Merger Sub”).”
C-Bond Systems, Inc

C-Bond Systems, Inc completed a disposition involving Apex Protect GPS, LLC for $4,000,000 in cash (closed 2023-05-08).

“in process, furniture, fixtures, equipment, inventory and other physical assets of the Company’s C-Bond nanoShield division (the “Assets”) to the Buyer for a purchase price of $4,000,000 in cash (the “Transaction”). The Transaction closed on May 8, 2023. The Assets were sold and transferred to buyer by means of (i) with respect to the physical assets, a Bill of”
Kalera Public Ltd Co

Kalera Public Ltd Co completed a disposition involving SANDTON CAPITAL SOLUTIONS MASTER FUND V, L.P. for approximately $3.99 million (closed 2023-05-05).

“Effective May 5, 2023, Kalera sold 100% the Transferred Shares contemplated in the SPA described in Item 1.01 above. The purchase price for the Transferred Shares was approximately $3.99 million, which included Purchaser’s forgiveness of Kalera Inc.’s $3,300,000 debt to Purchaser, subject to certain adjustments as set forth in the SPA.”
AEI Income & Growth Fund 26 LLC

AEI Income & Growth Fund 26 LLC completed a disposition involving Fresenius Medical Care Chatham, LLC for net cash proceeds of approximately $1,677,000 (closed 2023-05-08).

“On May 8, 2023, the Company sold its 54% interest in a Fresenius clinic in Chicago, Illinois to Fresenius Medical Care Chatham, LLC, an unrelated third party. The Partnership received net cash proceeds of approximately $1,677,000 for the property, which resulted in a net gain of approximately $707,000.”
BB BLACKBERRY Ltd

BLACKBERRY Ltd completed a disposition involving Malikie Innovations Limited for $170 million in cash at closing and is entitled to receive an additional $30 million in cash (closed 2023-05-11).

“non-core patents and patent applications to Malikie Innovations Limited. Under the terms of the agreement governing the sale (the “Patent Sale Agreement”), the Company received $170 million in cash at closing and is entitled to receive an additional $30 million in cash by no later than the third anniversary of closing, as well as annual cash royalties from the”
BB BLACKBERRY Ltd

BLACKBERRY Ltd completed a disposition involving Malikie Innovations Limited for $170 million in cash at closing (closed 2023-05-11).

“non-core patents and patent applications to Malikie Innovations Limited. Under the terms of the agreement governing the sale (the “Patent Sale Agreement”), the Company received $170 million in cash at closing and is entitled to receive an additional $30 million in cash by no later than the third anniversary of closing, as well as annual cash royalties from the”
SLE Super League Enterprise, Inc.

Super League Enterprise, Inc. completed an acquisition involving Melon (closed 2023-05-04).

“As more specifically set forth in Item 1.01 herein under " Entry into Asset Purchase Agreement ," which is incorporated herein by reference, the Company completed its acquisition of Melon Assets on May 4, 2023.”
China De Xiao Quan Care Group Co., Ltd

China De Xiao Quan Care Group Co., Ltd underwent a change of control involving Chunsheng Qin, Yangtenglie Quin and Fugui Xie collectively known as the Buyers for $285,000 (closed 2023-03-15).

“On March 15, 2023, the registrant’s majority shareholder, Chongyi Yang (the “Seller”), entered into a Stock Purchase Agreement (the “Agreement”) with Chunsheng Qin, Yangtenglie Quin and Fugui Xie collectively known as (the “Buyers”). As per the terms of the Agreement, the Seller sold his control block of stock, 500,000 shares of Convertible Series A Preferred Stock to the Buyers for the purchase price of $285,000.”
SILVER STAR PROPERTIES REIT, INC

SILVER STAR PROPERTIES REIT, INC completed an acquisition involving Southern Star Self-Storage Investment Company (closed 2023-05-05).

“On May 5, 2023, Silver Star Properties REIT, Inc. (the “Company”) completed its acquisition of all of the equity interests in Southern Star Self-Storage Investment Company, a Texas corporation, (“Southern Star”) pursuant to the Equity Interest Purchase Agreement”
CTEV Claritev Corp

Claritev Corp completed an acquisition involving Benefits Science LLC for $160.0 million (closed 2023-05-08).

“On May 8, 2023, Buyer purchased all of the issued and outstanding equity interests of Benefits Science Technologies (the " Acquisition ") for aggregate consideration of $160.0 million paid at the closing of the Acquisition”
PROP Prairie Operating Co.

Prairie Operating Co. underwent a change of control involving Prairie Operating Co., LLC (closed 2023-05-03).

“Merger Sub merged with and into Prairie LLC, with Prairie LLC surviving and continuing to exist as a Delaware limited liability company and a wholly-owned subsidiary of the Company”
PROP Prairie Operating Co.

Prairie Operating Co. completed an acquisition involving Exok, Inc. for $3,000,000 (closed 2023-05-03).

“with certain other associated assets, data and records, consisting of approximately 3,157 net mineral acres in, on and under approximately 4,494 gross acres from Exok for $3,000,000 pursuant to the Amended and Restated Purchase and Sale Agreement, dated as of May 3, 2023 (the “ Exok Agreement ”), by and among the Company, Prairie LLC and Exok (the “ Exok”
PROP Prairie Operating Co.

Prairie Operating Co. completed an acquisition involving Prairie Operating Co., LLC (closed 2023-05-03).

“on May 3, 2023, the Company completed the Merger pursuant to the terms of the Merger Agreement”
INVACARE HOLDINGS Corp

INVACARE HOLDINGS Corp completed an acquisition involving Invacare Corporation (Old Invacare) (closed 2023-05-05).

“In connection with the Restructuring, Old Invacare completed a series of transactions pursuant to which it became a wholly owned subsidiary of Invacare Holdings Corporation, a Delaware corporation (“Invacare” or the “Company”)”
STAR EQUITY HOLDINGS, INC.

STAR EQUITY HOLDINGS, INC. completed a disposition involving TTG Imaging Solutions, LLC (the Buyer) and Insignia TTG Parent LLC (the Parent) for $40 million (closed 2023-05-04).

“in exchange for New Units (as defined in the Purchase Agreement) of Parent (the “Transaction”). The total aggregate consideration payable to the Company for the Transaction is $40 million, comprised of $27 million in cash, a $7 million promissory note, and $6 million of New Units in the Parent. The Company completed the sale of DHI simultaneously with entering”
Jounce Therapeutics, Inc.

Jounce Therapeutics, Inc. underwent a change of control involving Concentra Biosciences, LLC for $1.85 in cash per Share plus one non-transferable contractual contingent value right per Share (closed 2023-05-03).

“offer to purchase all of the C ompany’s outstanding shares of common stock, par value $0.001 per share (the “Shares”), pursuant to the Merger Agreement, in exchange for (i) $1.85 in cash per Share (the “Cash Consideration”), net to the seller, without interest and subject to any withholding of taxes, plus (ii) one non-transferable contractual contingent”
Maxar Technologies Inc.

Maxar Technologies Inc. underwent a change of control involving Advent International Corporation, British Columbia Investment Management Corporation for $53.00 per share in cash, valuing Maxar at approximately $6.4 billion (closed 2023-05-03).

“State of Delaware and did not vote such shares of Maxar Common Stock in favor of the Merger or consent thereto in writing) was automatically converted into the right to receive $53.00 in cash, without interest (the “Merger Consideration”). Additionally, at the Effective Time, each share of common stock of Merger Sub, par value $0.01 per share, issued and”
Boxed, Inc.

Boxed, Inc. completed a disposition involving Spresso, LLC for $26,250,000 (closed 2023-05-01).

“to Section 363(k) of the Bankruptcy Code against the aggregate amount of outstanding indebtedness of the First Lien Credit Agreement as of the closing, of an amount equal to $26,250,000. On April 27, 2023, the Bankruptcy Court entered an order approving the Private Sale. The Private Sale closed on May 1, 2023. The Company does not anticipate filing financial”
Home Point Capital Inc.

Home Point Capital Inc. completed a disposition involving The Loan Store, Inc. for issued shares of Buyer Common Stock at the closing of the transaction, representing 9.99% of the issued and outstanding equity of Buyer (closed 2023-05-01).

“Amendment, in lieu of issuing HPF warrants to purchase shares of Buyer Common Stock, Buyer issued shares of Buyer Common Stock at the closing of the transaction, representing 9.99% of the issued and outstanding equity of Buyer, on a fully-diluted, as-converted basis measured as of May 1, 2023. The foregoing description of the First Amendment does not”
Oak Street Health, Inc.

Oak Street Health, Inc. underwent a change of control involving CVS Pharmacy, Inc. for $39.00, the consideration paid per share of Oak Street Health Common Stock pursuant to the Merger Agreement (closed 2023-05-02).

“(as defined in the Indenture) in effect on the Conversion Date (as defined in the Indenture) (subject to any adjustments under Section 14.03 of the Base Indenture) multiplied by $39.00, the consideration paid per share of Oak Street Health Common Stock pursuant to the Merger Agreement (the “Per Share Price”). As provided by Section 2.1 of the First Supplemental”
PEBO PEOPLES BANCORP INC

PEOPLES BANCORP INC completed an acquisition involving Limestone Bancorp, Inc. for 0.90 common shares of Peoples (closed 2023-04-30).

“for treasury shares and dissenting shares, both as provided for in the Merger Agreement), converted, in accordance with the procedures set forth in the Merger Agreement, into 0.90 common shares of Peoples. In addition, each Limestone shareholder who would otherwise be entitled to receive a fractional share of Peoples common stock will receive cash, without”
CIIG Capital Partners II, Inc.

CIIG Capital Partners II, Inc. underwent a change of control involving Zapp Electric Vehicles Group Limited (Pubco) (closed 2023-04-28).

“On April 28, 2023 (the “Closing Date”), Zapp Electric Vehicles, Inc., formerly known as CIIG Capital Partners II, Inc. (“CIIG II” or “Zapp EV”), a Delaware corporation, consummated its previously disclosed business combination (the “Business Combination”) in accordance with the terms of the Agreement and Plan of Merger, dated as of November 22, 2022”
SKYX SKYX Platforms Corp.

SKYX Platforms Corp. completed an acquisition involving stockholders of Belami, Inc. for $7,000,000 in cash and an aggregate of 1,923,285 shares of the Company’s common stock (closed 2023-04-28).

“February 6, 2023, between the Company and the stockholders of Belami (the “Sellers”), and the Amendment as described below. The purchase price paid at the Closing consisted of $7,000,000 in cash (which excluded, among other things, $1.0 million released to the Sellers from escrow) and an aggregate of 1,923,285 shares of the Company’s common stock. At the Closing,”
Clovis Oncology, Inc.

Clovis Oncology, Inc. completed a disposition involving pharma& Schweiz GmbH (closed 2023-05-01).

“On May 1, 2023, the Company and Pharma& consummated the Rubraca Sale Transaction.”
KIDS ORTHOPEDIATRICS CORP

ORTHOPEDIATRICS CORP completed an acquisition involving Kevin Unger and DINZE LLC for approximately $15.2 million (closed 2023-05-01).

“revenue contributions from the platform in 2023. Under the terms of the Purchase Agreement, the Sellers will be paid consideration in the aggregate amount of approximately $15.2 million, payable in the following manner: (i) cash in the aggregate amount of $3.0 million, on the transaction closing date (the “Closing Date”); (ii) 43,751 unregistered shares of the”
CLNV Clean Vision Corp

Clean Vision Corp completed an acquisition involving Eco Synergie S.A.R.L. for $6,500,000 (closed 2023-04-25).

“Company’s CRO. Mr. Harris also serves as the Chief Executive Officer of Clean-Seas Morocco. Pursuant to the Purchase Agreement, Clean-Seas paid an aggregate purchase price of $6,500,000 for the Morocco Acquisition, of which (i) $2,000,000 was paid on the Closing Date and (ii) the remaining $4,5000,000 is to be paid to Ecosynergie Group over a period of ten (10)”
LIMESTONE BANCORP, INC.

LIMESTONE BANCORP, INC. underwent a change of control involving Peoples Bancorp Inc. for 0.90 shares of common stock of PEBO for each share of Company Common Stock (closed 2023-04-30).

“(collectively, the “ Company Common Stock ”) were converted into the right to receive shares of common stock of PEBO. The exchange ratio in the Holding Company Merger was 0.90 shares of common stock of PEBO for each share of Company Common Stock (the “ Merger Consideration ”). Each shareholder of the Company who would otherwise be entitled to receive a”
CCOI COGENT COMMUNICATIONS HOLDINGS, INC.

COGENT COMMUNICATIONS HOLDINGS, INC. completed an acquisition involving Sprint Communications LLC for purchase price of $1 payable to the Seller for the Purchased Interests, subject to adjustments for cash, working capital and other customary items, which result (closed 2023-05-01).

“On the Closing Date, the Buyer consummated the Transaction pursuant to the terms of the Purchase Agreement, providing a purchase price of $1 payable to the Seller for the Purchased Interests, subject to adjustments for cash, working capital and other customary items, which resulted in the Buyer paying to the Seller approximately $61.1 million.”
ADMQ ADM ENDEAVORS, INC.

ADM ENDEAVORS, INC. completed an acquisition involving Innovative Impressions, Inc. for $200,000 (closed 2023-04-27).

““ Seller ”), pursuant to which Just Right Products acquired (the “ Acquisition ”) embroidery equipment, inventory, and related assets (the “ Assets ”), from the Seller for a $200,000 purchase price, to be paid by the issuance by Just Right Products of a $200,000 secured promissory note to the Seller or its nominee (the “ Note ”). On April 27, 2023, the”
BMTM Bright Mountain Media, Inc.

Bright Mountain Media, Inc. completed an acquisition involving Big Village Insights, Inc., Big Village Agency LLC, Big Village Group Inc., Deep Focus, Inc., EMX Digital Inc., Balihoo, Inc., and Big Village Media LLC for approximately $20 million (closed 2023-04-20).

“On April 20, 2023, the Company completed the Acquisition for approximately $20 million, plus assumed liabilities, in an all-cash transaction.”
POST Post Holdings, Inc.

Post Holdings, Inc. completed an acquisition involving The J. M. Smucker Company for $700.0 million, subject to inventory adjustments, in cash, and issued to Smucker the Smucker Shares (closed 2023-04-28).

“located in Bloomsburg, Pennsylvania and manufacturing facilities located in Meadville, Pennsylvania and Lawrence, Kansas. Upon completion of the Transaction, Post paid Smucker $700.0 million, subject to inventory adjustments, in cash, and issued to Smucker the Smucker Shares. Also, in connection with the consummation of the Transaction, the parties entered into”
AHRO Authentic Holdings, Inc.

Authentic Holdings, Inc. completed an acquisition involving Maybacks Global Entertainment LLC (closed 2023-04-26).

“On April 26, 2023, Authentic Holdings, Inc. (the “Company”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Maybacks Global Entertainment LLC, an Arizona limited liability company (“Maybacks”), and the members of Maybacks. As a result of the transaction, Maybacks became a wholly-owned subsidiary of the Company.”
PETRO USA, INC.

PETRO USA, INC. completed an acquisition involving shareholders of Veritaz Trading and Exim Private Limited (closed 2023-04-14).

“On April 14, 2023, the Registrant completed the acquisition of Veritaz. Under said Stock Exchange Agreement, the Registrant acquired all of Veritaz 10,000 Ordinary Shares outstanding for 2,000,000 shares of the Registrant.”
Provention Bio, Inc.

Provention Bio, Inc. underwent a change of control involving Sanofi S.A. for $25.00 per Share (closed 2023-04-27).

“a tender offer (the “Offer”) to purchase all of the issued and outstanding shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company at a price of $25.00 per Share, to the seller in cash, without interest, but subject to any applicable withholding of taxes (the “Offer Price”) upon the terms and subject to the conditions set forth”
BRVO Bravo Multinational Inc.

Bravo Multinational Inc. underwent a change of control involving Merle Ferguson (Seller) and the Purchasers for a cash payment of $600,000 (closed 2023-04-11).

“& GRW Irrevocable Trust, controlled by Michael Williams Mr. Josh Rowland, Individually Mr. Richard Tavano, Individually The consideration for the shares was a cash payment of $600,000. The source of cash consideration for the shares was personal and corporate funds of the Purchasers. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of”
Cardiovascular Systems Inc

Cardiovascular Systems Inc completed an acquisition involving Abbott Laboratories for $20.00 per share in cash, approximately $850 million aggregate (closed 2023-04-27).

“as to which appraisal rights were properly exercised (the preceding (a) and (b), collectively, the “ Excluded Shares ”)), was automatically converted into the right to receive $20.00 in cash per Share, without interest (the “ Per Share Merger Consideration ”). Also at the Effective Time, (a) each option to purchase Shares that was outstanding and unexercised”
CHEMBIO DIAGNOSTICS, INC.

CHEMBIO DIAGNOSTICS, INC. underwent a change of control involving Biosynex SA for approximately $17.2 million (closed 2023-04-26).

“shares of common stock of Chembio. The consideration was $0.45 per share payable in cash, subject to the terms of the merger agreement, for a transaction value of approximately $17.2 million. The tender offer expired at 6:00 p.m., New York City time, on April 26, 2023. Securities Transfer Corporation, the depositary for the tender offer, has advised Biosynex that”
Ultimate Holdings Group, Inc.

Ultimate Holdings Group, Inc. underwent a change of control involving SKYPR LLC (closed 2023-04-21).

“On April 21, 2023, Ultimate Holdings Group, Inc., a Nevada Corporation (the “Company”), entered into a Share Purchase Agreement (the “Agreement”) by and among CRS Consulting, LLC, a Wyoming Limited Liability Company (“CRS”), Ultimate Holdings Group, Inc. (“UHGI”) and SKYPR LLC, a Delaware Limited Liability Company (“SKYPR”), pursuant to which, on April 21, 2023, (“Closing Date”), CRS sold 493,884,000 Shares of Common Stock, representing approximately 80.75% voting control of the Company, for consideration received.”
AQMS Aqua Metals, Inc.

Aqua Metals, Inc. completed a disposition involving Comstock Inc. for $12 million (closed 2023-04-26).

“On April 26, 2023, Aqua Metals Reno, Inc., our wholly-owned subsidiary, closed on the sale of the land and building (“Facility”) located at 2500 Peru Dr., McCarran, Nevada to Comstock Inc. for remaining $12 million owed.”
BMTM Bright Mountain Media, Inc.

Bright Mountain Media, Inc. completed an acquisition involving Big Village Insights, Inc., Big Village Agency LLC, Big Village Group Inc., Deep Focus, Inc., EMX Digital Inc., Balihoo, Inc., and Big Village Media LLC for approximately $20 million, plus assumed liabilities (closed 2023-04-20).

“On April 20, 2023, the Company completed the Acquisition for approximately $20 million, plus assumed liabilities, in an all-cash transaction.”
BGSF BGSF, INC.

BGSF, INC. completed an acquisition involving Arroyo Consulting LLC for $8.0 million (closed 2023-04-24).

“with operations in the US, Colombia and India. For the fiscal year ended December 31, 2022, Arroyo Consulting had unaudited revenue of $16.2 million. The purchase price was $8.0 million, subject to a working capital adjustment, of which $6.8 million cash was paid at closing. $350,000 of the purchase price was held back until the later of (i) the working capital”
LOGIQ, INC.

LOGIQ, INC. completed an acquisition involving Park Place Payments, Inc. (closed 2023-04-25).

“On April 25, 2023, the Company, Park Place, and the Stakeholders consummated the transactions contemplated by the Share Exchange Agreement.”
DYNR DYNARESOURCE, INC.

DYNARESOURCE, INC. underwent a change of control involving Koy W. Diepholz for $1,250,000.

“the Company's redemption of the A Shares from Diepholz for a purchase price of $1,250,000 will result in Diepholz no longer having the right to control the election of a majority of the Company's Board of Directors”
UONE URBAN ONE, INC.

URBAN ONE, INC. completed a disposition involving MGM National Harbor, LLC for approximately $136.8 million (closed 2023-04-21).

“to MGMNH. The sale was pursuant to the Put Notice issued March 8, 2023, and reported on March 10, 2023, on a Current Report on Form 8-K. The Company received approximately $136.8 million at the time of settlement of the Put Interest, representing the put price. During the quarter ended March 31, 2023, the Company received $8.7 million representing the Company’s”
DCO DUCOMMUN INC /DE/

DUCOMMUN INC /DE/ completed an acquisition involving Crescent Capital Aerospace, L.L.C. and Michael Carpenter for $115 million, net of cash acquired (closed 2023-04-25).

“the “Sellers”), CCA in its capacity as Seller Representative, and the Company (solely for purposes of Section 7.07 of the Agreement). The purchase price for the acquisition was $115 million, net of cash acquired, subject to adjustments for working capital. The Buyer utilized its existing revolving credit facility and paid a gross aggregate of $117 million in cash”

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.