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
AVNI ARVANA INC

ARVANA INC completed an acquisition involving LCF Salons, LLC for $50,000 in cash and a promissory note of $700,000 (closed 2023-02-03).

“approval of the Board, consummated the Agreement whereby Down2Fish became a wholly owned subsidiary of Arvana. We acquired Down2Fish in exchange for fifty thousand dollars ($50,000) on closing, and a promissory note in the amount of seven hundred thousand dollars ($700,000) payable twenty-four (24) months after the closing date that bears interest of seven”
Argo Group International Holdings, Inc.

Argo Group International Holdings, Inc. completed a disposition involving Ohio Farmers Insurance Company for approximately $125,000,000 (closed 2023-02-02).

“for the fiscal year ended December 31, 2022 to be filed with the Securities and Exchange Commission. At the closing of the AUA Sale, AIHL received cash proceeds of approximately $125,000,000. An additional amount of approximately $30,500,000 was placed in escrow by Ohio Farmers related to certain reinsurance-related recoverables, which may be released to AIHL over a”
IDEANOMICS, INC.

IDEANOMICS, INC. completed an acquisition involving Via Motors International, Inc. for Closing Consideration Shares consisting of shares of common stock and convertible preferred stock of Parent, plus potential Earnout Amount of $180,000,000 in Pa (closed 2023-01-26).

“the Effective Date. Following the consummation of the Merger, and as additional consideration in respect of the Common Stock, Parent agreed to pay an aggregate amount equal to $180,000,000 (“ Earnout Amount ”) in the form of Parent Convertible Preferred Stock, to the Stockholders on a pro rata basis. If the Earnout Amount is paid in the form of Parent Convertible”
MERIDIAN BIOSCIENCE INC

MERIDIAN BIOSCIENCE INC underwent a change of control involving SD Biosensor, Inc. for $34.00 in cash (closed 2023-01-31).

“issued and outstanding share of Meridian’s common stock (subject to certain exceptions set forth in the Merger Agreement) was canceled and converted into the right to receive $34.00 in cash, without interest (the “Merger Consideration”). The foregoing description of the Merger, the Merger Agreement and the Letter Agreement does not purport to be complete and”
HBT HBT Financial, Inc.

HBT Financial, Inc. completed an acquisition involving Town and Country Financial Corporation for approximately $38,000,000 in cash and approximately 3,378,655 shares of HBT Financial common stock (closed 2023-02-01).

“HBT Financial common stock. In lieu of fractional shares, holders of Town and Country common stock will receive cash. The aggregate transaction consideration is approximately $38,000,000 in cash and approximately 3,378,655 shares of HBT Financial common stock. The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is”
MGRC MCGRATH RENTCORP

MCGRATH RENTCORP completed an acquisition involving Vesta Housing Solutions Investor, LLC for $400 million (closed 2023-02-01).

“On February 1, 2023, the Company entered into a stock purchase agreement (the “ Vesta SPA ”) with Vesta Housing Solutions Investor, LLC, a Delaware limited liability company (“ Vesta Seller ”), and Vesta Housing Solutions Holdings, Inc., a Delaware corporation (“ Vesta ”), providing for the purchase by the Company of all of the fully diluted issued and outstanding equity interests of Vesta for a purchase price of $400 million.”
MGRC MCGRATH RENTCORP

MCGRATH RENTCORP completed a disposition involving Ironclad Environmental Solutions, Inc. for $265 million (closed 2023-02-01).

“On February 1, 2023, McGrath RentCorp (the “ Company ”) entered into an equity purchase agreement (the “ Adler EPA ”) with Adler Tank Rentals, LLC, a Delaware limited liability company (“ Adler ”), and Ironclad Environmental Solutions, Inc., a Delaware corporation (“ Ironclad ”) providing for the sale of all of the fully diluted issued and outstanding equity interests of Adler by the Company for a sale price of $265 million.”
INVACARE HOLDINGS Corp

INVACARE HOLDINGS Corp completed a disposition involving Top End Sports, LLC (closed 2023-01-27).

“On January 27, 2023, the Company completed the sale of its Top EndTM sports and recreational wheelchair and handcycle business to Top End Sports, LLC.”
INVACARE HOLDINGS Corp

INVACARE HOLDINGS Corp completed a disposition involving Ventec Life Systems, Inc for $11,925,644 in cash payable at closing (closed 2023-01-30).

““Purchaser”), pursuant to an Asset Purchase Agreement dated as of January 30, 2023 (the “Purchase Agreement”). The purchase price paid by the Purchaser in the Transaction was $11,925,644 in cash payable at closing, and the Company estimates net proceeds from the Transaction are approximately $11,500,000 after fees and expenses. The Purchase Agreement contains”
SBCF SEACOAST BANKING CORP OF FLORIDA

SEACOAST BANKING CORP OF FLORIDA completed an acquisition involving Professional Holding Corp. (closed 2023-01-31).

“Effective January 31, 2023, Seacoast Banking Corporation of Florida (“Seacoast” or the “Company”) and Seacoast's wholly-owned subsidiary Seacoast National Bank, completed the previously announced merger (the "Merger") with Professional Holding Corp. ("Professional") (NASDAQ: PFHD), parent company of Professional Bank.”
Mondee Holdings, Inc.

Mondee Holdings, Inc. completed an acquisition involving OTT Holding LTDA for $37,728,105.00 (closed 2023-01-31).

“the other transactions contemplated by the Purchase Agreement, the “ Acquisition ”). In exchange for the Target Securities, Buyer agreed to pay Seller total consideration of $37,728,105.00 (the “ Consideration ”), comprised of: (i) a cash component equal to $20,464,052.00, $18,928,104.00 of which was paid to Seller on the Closing Date and $1,535,948.00 of which was”
Applied UV, Inc.

Applied UV, Inc. completed an acquisition involving Old LED Supply (closed 2023-01-26).

“As a result of these issuances, agreements and payments the Company and Old LED Supply agreed that the acquisition of Old LED Supply by the Company was closed and the LED Supply Mergers could be effected as soon as possible.”
Applied UV, Inc.

Applied UV, Inc. completed an acquisition involving Old PURO (closed 2023-01-26).

“As a result of these issuances and payments the Company and Old PURO agreed that the acquisition of Old PURO by the Company was closed and the PURO Mergers could be effected as soon as possible.”
EMED Electromedical Technologies, Inc

Electromedical Technologies, Inc underwent a change of control involving Matthew Wolfson (closed 2023-01-26).

“Matthew Wolfson entered into an executive employment agreement. The Company agreed, as partial consideration”
ARQ Arq, Inc.

Arq, Inc. completed an acquisition involving Arq Limited (closed 2023-02-01).

“The Transaction closed concurrently with execution of the Purchase Agreement.”
SOUTH JERSEY GAS Co

SOUTH JERSEY GAS Co underwent a change of control involving Infrastructure Investments Fund (IIF) for $36.00 per share in cash (closed 2023-02-01).

“in the treasury of the Company or owned, directly or indirectly, by Parent, Merger Sub or any wholly owned Subsidiary of the Company) were converted into the right to receive $36.00 in cash (the “Merger Consideration”), without interest. Immediately prior to the Effective Time, (i) each then-outstanding restricted stock unit with respect to the Company”
SEALED AIR CORP/DE

SEALED AIR CORP/DE completed an acquisition involving LB Holdco, Inc. for approximately $1.15 billion (closed 2023-02-01).

“set forth therein, Buyer acquired from the Seller all of the issued and outstanding shares of capital stock of Liqui-Box for an aggregate cash purchase price of approximately $1.15 billion after giving effect to customary adjustments for specified Seller transaction expenses, working capital, cash, certain tax specific attributes and indebtedness of Liqui-Box at”
OBIO Orchestra BioMed Holdings, Inc.

Orchestra BioMed Holdings, Inc. underwent a change of control involving Orchestra BioMed, Inc. (closed 2023-01-26).

“On January 26, 2023 (the “Closing Date”), as contemplated by the Merger Agreement and described in the section of the Proxy Statement/Prospectus titled “ Proposal 1—The Business Combination Proposal ,” New Orchestra consummated the merger transaction contemplated by the Merger Agreement (the “Closing”), whereby Merger Sub merged with and into Orchestra, the separate corporate existence of Merger Sub ceasing and Orchestra being the surviving corporation and a wholly owned subsidiary of New Orchestra (the “Merger” and, together with the Domestication, the “Business Combination”).”
OTEX OPEN TEXT CORP

OPEN TEXT CORP completed an acquisition involving Micro Focus International PLC for approximately $5.8 billion, inclusive of Micro Focus’ cash and debt, subject to final adjustments (closed 2023-01-31).

“On January 31, 2023, the Company completed the acquisition (the “Acquisition”) of all of the outstanding ordinary shares of Micro Focus for 532 pence per share and upon such further terms as described in the Rule 2.7 Announcement, resulting in an aggregate purchase price of approximately $5.8 billion, inclusive of Micro Focus’ cash and debt, subject to final adjustments.”
GTIM Good Times Restaurants Inc.

Good Times Restaurants Inc. completed an acquisition involving Thompson Family Associates, RFM Ventures, LLC, Richard Miller, Vicki T. Ponce, Covington DeRamus, ACR Capital Ventures, LLC, Bill Duke, Jim Verney and Jim Abbott for $4,394,205.00 (closed 2023-01-25).

“equity interests of the Joint Ventures such that each Joint Venture became a wholly-owned subsidiary of the Company. The aggregate cash purchase price paid to the Sellers was $4,394,205.00. Mr. Abbott serves as BDI’s Vice President of Operations and, as one of the Sellers, received approximately $523,000 of the aggregate proceeds as consideration for the portion of”
CPRX CATALYST PHARMACEUTICALS, INC.

CATALYST PHARMACEUTICALS, INC. completed an acquisition involving Eisai Co., Ltd. for $160 million (closed 2023-01-24).

“Asset Purchase Agreement (the “ Purchase Agreement ”) between the Company and Eisai. Under the terms of the Purchase Agreement, the Company paid an upfront payment to Eisai of $160 million. Also at the closing of the asset purchase, the parties entered into two related agreements: (i) a short term Transition Services Agreement (the “ Transition Services Agreement”
HKHC Horizon Kinetics Holding Corp

Horizon Kinetics Holding Corp completed a disposition involving Nakoma Products, LLC for $1,900,000, subject to adjustment for inventory value (closed 2023-01-23).

“transactions contemplated by the Purchase Agreement were consummated on January 23, 2023 (the “Asset Sale”). The closing consideration paid to the Seller for the Business was $1,900,000, subject to adjustment for inventory value. Additionally, the Buyer is required to pay the Seller quarterly royalty payments on the gross sales of the Business until January 23,”
BAER Bridger Aerospace Group Holdings, Inc.

Bridger Aerospace Group Holdings, Inc. underwent a change of control involving Jack Creek Investment Corp. for approximately $347,800,000 (closed 2023-01-24).

“their right to have their shares redeemed for cash (the “ JCIC Shareholder Redemption ”) at a redemption price of approximately $10.16 per share, totaling approximately $347,800,000. Pursuant to the terms of the Merger Agreement, on the Closing Date: (a) Wildfire Merger Sub I merged with and into Blocker (the “ First Merger ”), with Blocker as the surviving”
CTO CTO Realty Growth, Inc.

CTO Realty Growth, Inc. completed an acquisition involving a certain institutional owner for $96.0 million (closed 2022-12-29).

“On December 29, 2022, CTO Realty Growth, Inc. (the "Company" or "CTO") completed the acquisition of a lifestyle, mixed-use property in the Forsyth submarket of Atlanta, Georgia (the "Property") from a certain institutional owner (the "Seller") for a purchase price of $96.0 million.”
NEWT NewtekOne, Inc.

NewtekOne, Inc. completed an acquisition involving NBNYC shareholders for $20 million (closed 2023-01-06).

“On January 6, 2023, NewtekOne, Inc. (formerly known as Newtek Business Services Corp.) (the “Company”) completed the previously announced acquisition of the National Bank of New York City (“NBNYC” and the “Acquisition,” respectively), a national bank regulated and supervised by the Office of the Comptroller of the Currency, pursuant to which the Company acquired from the NBNYC shareholders all of the issued and outstanding stock of NBNYC for $20 million.”
COPR Idaho Copper Corp

Idaho Copper Corp underwent a change of control involving International CuMo Mining Corporation (closed 2023-01-23).

“On January 23, 2023, the Company consummated the Exchange.”
FOMO WORLDWIDE, INC.

FOMO WORLDWIDE, INC. completed an acquisition involving SMARTSolution Technologies L.P. and affiliates ("SST") for one (1) million Series B Preferred Shares convertible into one (1) billion common shares (closed 2022-02-28).

“On February 28, 2022, FOMO closed the acquisition of SMARTSolution Technologies L.P. and affiliates ("SST") for consideration of one (1) million Series B Preferred Shares convertible into one (1) billion common shares issued to Mitchell Schwartz and SMARTSolution Technologies Inc.”
Winc, Inc.

Winc, Inc. completed a disposition involving Project Crush Acquisition Corp LLC for $11 million (closed 2023-01-23).

“to which, among other things, the Bankruptcy Court approved the sale of substantially all of the Debtor’ assets to pursuant to a Stalking Horse Agreement for an aggregate of $ $11 million (the “Sale”). On January 23, 2023 the Debtors and PCAC consummated the Sale, thereby completing the disposition of substantially all of the Debtor’s assets in accordance with the”
Ayala Pharmaceuticals, Inc.

Ayala Pharmaceuticals, Inc. underwent a change of control involving Advaxis, Inc. (closed 2023-01-19).

“On January 19, 2023 (the “Closing Date”), pursuant to the Merger Agreement, Merger Sub merged with and into Ayala, with Ayala continuing as the surviving company and a wholly-owned subsidiary of Advaxis (the “Merger”).”
ONDS Ondas Inc.

Ondas Inc. completed an acquisition involving Airobotics Ltd. (closed 2023-01-23).

“On January 23, 2023, Ondas Holdings Inc., a Nevada corporation (" Ondas " or the " Company "), completed the previously announced acquisition of Airobotics Ltd.”
Ayala Pharmaceuticals, Inc.

Ayala Pharmaceuticals, Inc. completed an acquisition involving Old Ayala, Inc. for 0.1874 shares of New Ayala Common Stock per share of Old Ayala Common Stock (closed 2023-01-19).

“value $0.01 per share, of Old Ayala (the “Old Ayala Common Stock”) issued and outstanding immediately prior to the Merger was automatically converted into the right to receive 0.1874 shares (the “Exchange Ratio”) of the common stock, par value $0.001 per share, of the Registrant (the “New Ayala Common Stock”), (ii) each outstanding option to purchase shares of”
TTEK TETRA TECH INC

TETRA TECH INC completed an acquisition involving RPS Group plc for 222 pence in cash for each RPS share.

“documents including a Bridge Credit Agreement, dated September 23, 2022 (the “Bridge Credit Agreement”). Pursuant to the Acquisition, RPS shareholders are entitled to receive 222 pence in cash for each RPS share held by such shareholder. The foregoing summary description of the Acquisition does not purport to be complete and is qualified in its entirety by”
South East Asia Development, Corp.

South East Asia Development, Corp. underwent a change of control involving JJ C. Javier for $300,000 (USD).

“68.37 % of the total shares issued and outstanding (“Change of Control”). The purchase price (“Purchase Price”) for the Control Shares was Three Hundred Thousand Dollars ($300,000) (USD). At the time of execution of the Agreement, the Company was a non-trading, reporting company and was delinquent in the filing of the following periodic reports (the “”
Benefitfocus, Inc.

Benefitfocus, Inc. underwent a change of control involving Voya Financial, Inc. for $10.50 per share in cash (closed 2023-01-24).

“did not vote in favor of the Merger and have properly demanded and not withdrawn or otherwise lost appraisal rights under Delaware law) was converted into the right to receive $10.50 per share in cash, without interest and subject to any applicable withholding taxes (the “Per Share Common Stock Merger Consideration”) and (ii) each share of the Series A”
LIVE LIVE VENTURES Inc

LIVE VENTURES Inc completed an acquisition involving Stephen J. Kellogg, as the Seller Representative of the equityholders of the Acquired Companies and individually in his capacity as an equityholder of the Acquired Companies, and the other equityholders of the Acquired Companies for $85.0 million (closed 2023-01-18).

“the “Seller Representative”), and the other equityholders of the Acquired Companies (collectively with Kellogg, the “Sellers”). The purchase price for the Equity Interests was $85.0 million less Estimated Indebtedness (other than Repaid Indebtedness), Estimated Selling Expenses (inclusive of $1.2 million of transaction bonuses which are deemed to be assumed”
SMBC SOUTHERN MISSOURI BANCORP, INC.

SOUTHERN MISSOURI BANCORP, INC. completed an acquisition involving Citizens Bancshares Co. for $131.4 million (closed 2023-01-20).

“prior to closing) at the election of the shareholders, subject to the proration and allocation procedures set forth in the Merger Agreement. Southern Missouri paid approximately $131.4 million in Merger consideration, inclusive of cash settlement of Citizens stock options, comprised of stock and cash at a 74:26 ratio. ​ The foregoing description of the Merger and the”
Oaktree Strategic Income II, Inc.

Oaktree Strategic Income II, Inc. underwent a change of control involving Oaktree Specialty Lending Corporation (closed 2023-01-23).

“On January 23, 2023, Oaktree Specialty Lending Corporation, a Delaware corporation (“OCSL”), completed its previously announced acquisition of Oaktree Strategic Income II, Inc. (“OSI2”), pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 14, 2022, by and among OSI2, OCSL, Project Superior Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of OCSL (“Merger Sub”), and, solely for the limited purposes set forth therein, Oaktree Fund Advisors, LLC, a Delaware limited liability company and the investment adviser to each of OCSL and OSI2.”
EVH Evolent Health, Inc.

Evolent Health, Inc. completed an acquisition involving Magellan Health, Inc. and Magellan Healthcare, Inc. for approximately $386.7 million (closed 2023-01-20).

“that were used in the Magellan Specialty Health Division. At Closing, EVH LLC paid cash consideration to Magellan Parent and certain of its affiliates of approximately $386.7 million (which is subject to certain post-Closing adjustments) and issued 8,474,576 shares of the Company’s Class A Common Stock (“ Magellan Class A Shares ”) to Magellan Parent. As”
IONI I-ON Digital Corp.

I-ON Digital Corp. completed an acquisition involving I-ON Acquisition Corp. for $250,000 (closed 2023-01-20).

“IAC acquired 3,000 shares of a newly created Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred”) for proceeds in the amount of $250,000 (the “Subscription Amount”) in the form of a promissory note (the “Note”) which is secured by the pledge of the Series A Shares, the Series B Shares (as defined herein) and other”
CYPH CYPHERPUNK TECHNOLOGIES INC.

CYPHERPUNK TECHNOLOGIES INC. completed an acquisition involving Flame Biosciences, Inc. (closed 2023-01-17).

“On the Effective Date, Leap completed its business combination with Flame.”
TNDM TANDEM DIABETES CARE INC

TANDEM DIABETES CARE INC completed an acquisition involving AMF Medical SA for a previous strategic investment of Swiss Francs ("CHF") 8.0 million paid in the third quarter of 2022, a cash payment of CHF 62.4 million paid at the closing of (closed 2023-01-19).

“e Company entered into a Share Purchase Agreement, dated as of December 10, 2022 (the “Purchase Agreement”), by and among the Company, the Sellers listed on Annex B of the Purchase Agreement (collectively, the “Sellers” and each, individually, a “Seller”) and AMF Medical SA, a corporation organized and existing under the laws of Switzerland (“AMF Medical”).”
OCSL Oaktree Specialty Lending Corp

Oaktree Specialty Lending Corp completed an acquisition involving Oaktree Strategic Income II, Inc. (OSI2) for 0.9115 shares of OCSL common stock (closed 2023-01-23).

“In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of OSI2 common stock was converted into the right to receive 0.9115 shares of OCSL common stock (with OSI2’s stockholders receiving cash in lieu of fractional shares of OCSL common stock). As a result of the Mergers, OCSL issued an aggregate of”
HROW HARROW, INC.

HARROW, INC. completed an acquisition involving Novartis Technology, LLC and Novartis Innovative Therapies AG for $130,000,000 (closed 2023-01-20).

“suspension) 40 mg/ml. Under the terms of the Asset Purchase Agreement between the Company and Novartis (the “Purchase Agreement”), the Company made a one-time payment of $130,000,000 at closing, with up to another $45,000,000 due in a milestone payment related to the commercial availability of Triesence. Pursuant to the Purchase Agreement and various ancillary”
DQWS DSwiss Inc

DSwiss Inc completed an acquisition involving Jervey Choon for USD 0.23 (closed 2023-01-18).

“DSwiss Biotech Sdn Bhd from a shareholder, Jervey Choon, pursuant to which DSHK acquired 100% of DSBT. As consideration thereof, DSHK agreed to make the proceeds payment of USD 0.23 to the shareholder. DSwiss Biotech Sdn Bhd primarily operates in Malaysia by supplying biotech products to their clients as set forth below: Name Business Description DSwiss”
WNHK Winning Catering Group, Inc.

Winning Catering Group, Inc. completed a disposition involving Alset Inc. for $26,250,933 (closed 2023-01-13).

“Alset EHome Inc. sold AHR for a total consideration of $26,250,933, including the forgiveness of debt in the amount of $13,900,000, a promissory note in the amount of $11,350,933 and a cash payment of $1,000,000.”
Kashin, Inc.

Kashin, Inc. completed an acquisition involving Business with Friends, Inc. (closed 2023-01-19).

“On January 19, 2023 Kashin Inc, acquired Business with Friends, Inc.”
Astra Energy, Inc.

Astra Energy, Inc. completed an acquisition involving various shareholders of Regreen Technologies, Inc. for 2,058,154 shares of common stock (closed 2023-01-16).

“7.5% of the issued and outstanding shares of common stock of Regreen. As consideration for the purchase of the Regreen Shares, the Company has issued an aggregate of 2,058,154 shares of common stock to the Sellers. On January 17, 2023, the Company entered into a Consulting and Representation Agreement (the " Agreement ") with Dynamic Growth Media, LLC”
PNXP PINEAPPLE EXPRESS CANNABIS Co

PINEAPPLE EXPRESS CANNABIS Co completed an acquisition involving PCI Shareholders for 18,000,000 newly issued shares of Minaro common stock (closed 2022-12-18).

“Pursuant to the Exchange Agreement, the PCI Shareholders exchanged (the “Exchange Transaction”) 50,000 outstanding shares of common stock of PCI, representing fifty percent (50%) of the outstanding shares of PCI common stock, for eighteen million (18,000,000) newly issued shares of Minaro common stock.”
PNXP PINEAPPLE EXPRESS CANNABIS Co

PINEAPPLE EXPRESS CANNABIS Co underwent a change of control involving Matthew Feinstein (closed 2022-12-18).

“As a result of the transactions contemplated by the Exchange Agreement and the Resignation Agreement, (a) Lazaridou resigned as sole officer, director and employee of the Company and the Company redeemed the Lazaridou Shares following the PCI Loan, (b) Matthew Feinstein was elected the sole director and officer of the Company and (c) Matthew Feinstein received fifteen million shares of Company common stock as part of the Exchange Transaction, as a result of which Mr. Feinstein owns approximately 81.2% of Company common stock.”
VTAK Catheter Precision, Inc.

Catheter Precision, Inc. completed an acquisition involving Catheter Precision, Inc. (closed 2023-01-09).

“On January 9, 2023, Ra Medical Systems, Inc., a Delaware corporation (the “Company” or “Ra Medical”), completed its acquisition (the “Merger”) of Catheter Precision, Inc., a privately-held Delaware corporation (“Catheter”), pursuant to an Amended and Restated Agreement and Plan of Merger, as reported in the Company’s Current Report on Form 8-K filed with the SEC on January 13, 2023.”

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.