M&A Transactions

GENERAL ELECTRIC CO completed a disposition (closed 2023-01-03).

“On January 3, 2023 (the “Distribution Date”) at 5:00 p.m. New York City time, General Electric Company (the “Company” or “GE”) completed the previously announced separation (the “Spin-Off”) of GE HealthCare Technologies Inc. (“GE HealthCare”) from the Company.”

Kimco Realty OP, LLC underwent a change of control involving Holdco (formerly New KRC Corp.) (closed 2023-01-01).

“Effective as of 12:01 a.m., New York time, on January 1, 2023, pursuant to the Merger Agreement, Merger Sub merged with and into Old Kimco, with Old Kimco continuing as the surviving entity and a wholly-owned subsidiary of Holdco (the “ Merger ”).”

Crown Electrokinetics Corp. completed an acquisition involving Amerigen 7 LLC for $645,000 and the assumption of certain liabilities (closed 2023-01-03).

“Amerigen sold, and the Company acquired, all of the assets of Amerigen (other than certain excluded assets set forth in the Asset Purchase Agreement) for a purchase price of (i) $645,000 and (ii) the assumption of certain liabilities of Amerigen (as set forth in the Asset Purchase Agreement). The Asset Purchase Agreement contains customary representations and”

Digital Brands Group, Inc. completed an acquisition involving Sundry (Sunnyside, LLC) for $7.5 million in cash, $5.5 million in promissory notes, and $1.0 million in shares of common stock (closed 2022-12-30).

“and Sundry. Pursuant to the Agreement, Sellers, as the holders of all of the outstanding membership interests of Sundry, exchanged all of such membership interests for (i) $7.5 million in cash, (ii) $5.5 million in promissory notes of the Company (the “Notes”), and (iii) a number of shares of common stock of the Company equal to $1.0 million (the “Shares”),”

Starco Brands, Inc. completed an acquisition involving Skylar Body, Inc. (closed 2022-12-29).

“On December 29, 2022 (the " Closing Date "), Starco Brands, Inc. (the " Starco "), through its wholly-owned subsidiary Starco Merger Sub II, Inc. (" First Merger Sub "), completed its acquisition (the " Acquisition ") of Skylar Body, Inc. (" Skylar ") through the merger of First Merger Sub with and into Skylar.”

SHINECO, INC. completed an acquisition involving Beijing Kanghuayuan Medicine Information Consulting Co., Ltd. for US $9 million in cash and the Company issued 3,260,000 shares of the Company’s common stock (closed 2022-12-30).

“established under the laws of China (“Seller”) Biowin, the Company and Subsidiary (the “Agreement”). As the consideration for the acquisition, the Company paid to Seller US $9 million in cash and the Company issued 3,260,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) to the equity holders of Biowen or”

GRANDSOUTH BANCORPORATION underwent a change of control involving First Bancorp (closed 2023-01-01).

“Effective as of January 1, 2023, First Bancorp (“First Bancorp”), the holding company for First Bank, Southern Pines, North Carolina (“First Bank”), completed its acquisition by merger of GrandSouth Bancorporation (the “Company”), the holding company for GrandSouth Bank, Greenville, South Carolina (the “Merger”).”

OLYMPIC STEEL INC completed an acquisition involving Metal-Fab, Inc. for cash purchase price of $131.0 million (closed 2023-01-03).

“On January 3, 2023, OS Holdings, Inc. (“OS Holdings”), an Ohio corporation and a wholly-owned subsidiary of Olympic Steel, Inc., an Ohio corporation (the “Company”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Metal-Fab, Inc., a Kansas corporation (“Metal-Fab”), the sellers party thereto (collectively, the “Sellers”) and a representative of the Sellers. Pursuant to the terms of the Purchase Agreement, on January 3, 2023, OS Holdings purchased all of the outstanding shares of capital stock of Metal-Fab from the Sellers for a cash purchase price of $131.0 million, subject to a final working capital adjustment.”

FIRST BANCSHARES INC /MS/ completed an acquisition involving Heritage Southeast Bancorporation, Inc. (closed 2023-01-01).

“Effective January 1, 2023, The First Bancshares, Inc., a Mississippi corporation (the “Company”) completed its previously announced merger (the “Merger”) with Heritage Southeast Bancorporation, Inc., a Georgia corporation (“HSBI”) pursuant to that certain Agreement and Plan of Merger by and between FBMS and HSBI, dated as July 27, 2022 (the “Merger Agreement”).”

Hyperscale Data, Inc. completed an acquisition involving Circle 8 Crane Services LLC for cash earnout payments in an aggregate maximum amount of up to $2,100,000 (closed 2022-12-19).

“Assets, Circle 8 Crane Services received Class D equity interests in Circle 8 Holdco and is eligible to receive cash earnout payments in an aggregate maximum amount of up to $2,100,000 based on the achievement by Circle 8 Newco of certain EBITDA targets over the three year period following the completion of the acquisition of the Acquired Assets by Circle 8”

MASONITE INTERNATIONAL CORP completed an acquisition involving Endura for approximately $375 million in cash (closed 2023-01-03).

“equityholders’ representative, pursuant to which Buyer acquired all of the rights and interests in and to the capital stock of Endura, for a purchase price of approximately $375 million in cash, subject to certain adjustments as set forth in the SPA. On December 30, 2022, Buyer, Endura Stockholders, Endura Warrant Holders, Endura and Bruce Procton entered into”

KIMCO REALTY CORP underwent a change of control involving New KRC Corp. (Holdco) and KRC Merger Sub Corp. for Each share of Old Kimco Common Stock was converted into one share of New Kimco Common Stock; each share of Old Kimco Class L Preferred Stock and Class M Preferr (closed 2023-01-01).

“Effective as of 12:01 a.m., New York time, on January 1, 2023, pursuant to the Merger Agreement, Merger Sub merged with and into Old Kimco, with Old Kimco continuing as the surviving entity and a wholly-owned subsidiary of Holdco (the “ Merger ”).”

PTC INC. completed an acquisition involving ServiceMax, Inc. (closed 2023-01-03).

“On January 3, 2023, PTC completed its acquisition of ServiceMax, Inc. pursuant to the Share Purchase Agreement dated November 17, 2022 by and among PTC, ServiceMax, Inc., and ServiceMax JV, LP”

EMCLAIRE FINANCIAL CORP underwent a change of control involving Farmers National Banc Corp. for $40.00 in cash or 2.15 shares of Farmers Common Stock (closed 2023-01-01).

“prior to the Effective Time (except for certain Emclaire Common Stock held directly by Emclaire or Farmers) was converted into the right to receive, without interest, $40.00 in cash (the “Cash Consideration”) or 2.15 shares of common stock, without par value, of Farmers (“Farmers Common Stock”) (the “Stock Consideration” and with the Cash”

FARMERS NATIONAL BANC CORP /OH/ completed an acquisition involving Emclaire Financial Corp. (closed 2023-01-01).

“On January 1, 2023, Farmers National Banc Corp. (the “ Company ”) completed its previously announced merger with Emclaire Financial Corp.”

TherapeuticsMD, Inc. completed a disposition involving Mayne Pharma LLC for $140.0 million cash at closing (closed 2022-12-30).

“consideration from Mayne Pharma to the Company for the purchase of the Transferred Assets and the grant of the licenses under the License Agreement was (i) a cash payment of $140.0 million at closing, (ii) a cash payment of approximately $12.1 million at closing for the acquisition of net working capital as determined in accordance with the Transaction Agreement”

Bird Global, Inc. completed an acquisition involving BC Sellers for aggregate principal amount of $26,977,675 of its 12.0% Convertible Senior Secured Notes due 2027, 18,204,365 shares of Class A common stock, and a nominal amoun (closed 2022-12-30).

“Pursuant to the Share Purchase Agreement, among other things, the Purchaser acquired from the BC Sellers 100% of the issued and outstanding shares of Bird Canada in exchange for the issuance by the Company to the BC Sellers of an aggregate principal amount of $26,977,675 of its 12.0% Convertible Senior Secured Notes due 2027 (the “Notes”), 18,204,365 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and a nominal amount of cash consideration (the “Acquisition”).”

Victoria's Secret & Co. completed an acquisition involving Adore Me, Inc. for approximately $400.0 million in cash (closed 2022-12-30).

“for the Adore Me equityholders. Pursuant to the Merger Agreement, the Company acquired all of the equity interests of Adore Me for an aggregate purchase price of approximately $400.0 million in cash, on a cash-free, debt-free basis, subject to customary post-closing adjustments contemplated by the Merger Agreement. The Merger Agreement also provides for post-closing”

Great Elm Group, Inc. completed a disposition involving QHM Holdings, Inc. for $80.0 million (closed 2023-01-03).

“On January 3, 2023, GEG’s wholly-owned subsidiary, Great Elm DME Holdings, Inc., along with the minority owners of HC LLC, entered into an agreement (the “Purchase Agreement”) with QHM Holdings, Inc., a subsidiary of Quipt Home Medical Corp. (“Quipt”), to sell 100% of the outstanding membership interests in HC LLC to Quipt for $80.0 million, consisting of approximately $72.8 million in cash, $5.2 million of indebtedness assumed by Quipt and $2.0 million in shares of Quipt common stock based on the 20 day volume weighted average price of Quipt’s common stock for the period ending on and including the second business day prior to the closing of the transaction.”

Great Elm Group, Inc. completed a disposition involving J.P. Morgan Broker-Dealer Holdings Inc. for approximately $18.4 million in cash (closed 2022-12-30).

“On December 30, 2022, Great Elm Group, Inc. ("GEG") and its wholly-owned subsidiary, Great Elm FM Acquisition, Inc. (“FM Acquisition”), entered into a stock purchase agreement (the “Stock Purchase Agreement”) with J.P. Morgan Broker-Dealer Holdings Inc. (“JPM”) to sell 61 shares of the common stock, $0.001 par value per share, of Forest Investments, Inc. ("Forest") owned by FM Acquisition and GEG, which shares constitute 61% of the issued and outstanding shares of Forest’s common stock, to JPM for approximately $18.4 million in cash.”

Oyster Point Pharma, Inc. underwent a change of control involving Viatris Inc. for $11.00 per share in cash plus one contingent value right payment per share (closed 2023-01-03).

“(the “Offer”) to acquire all of the outstanding shares of common stock of Oyster Point, par value $0.001 per share (the shares thereof being referred to as the “Shares”) for (i) $11.00 per share in cash (the “Cash Amount”) plus (ii) the right to receive one contingent value right payment (“CVR)” per share, which represents the right to receive a Milestone”

COMMUNITY HEALTH SYSTEMS INC completed a disposition involving Vandalia Health, Inc. for approximately $85 million in cash (closed 2022-12-30).

“as amended (the “Purchase Agreement”). The purchase price paid to the Company in connection with the Transaction at a preliminary closing on December 30, 2022 was approximately $85 million in cash. The Purchase Agreement is attached as Exhibit 2.1 (which is incorporated by reference herein) in accordance with the rules of the Securities and Exchange Commission. The”

MARATHON OIL CORP completed an acquisition involving Ensign Operating LLC, Ensign Operating II LLC, Ensign Operating III LLC for $3.0 billion in cash (closed 2022-12-27).

“which the Purchaser agreed to acquire the Sellers’ upstream oil and gas assets located in Bee, DeWitt, Karnes and Live Oak Counties, Texas and related assets (the “Assets”) for $3.0 billion in cash, subject to customary closing adjustments. On December 27, 2022, the Purchaser completed the transactions contemplated by the Purchase and Sale Agreement (the”

WIRELESS TELECOM GROUP INC completed a disposition involving E-Space Acquisitions LLC for $14.5 million, inclusive of $13.75 million in cash consideration and a $750,000 note payable (closed 2022-12-30).

“to the Purchase Agreement, the Buyer acquired 100% of the issued and outstanding equity interests of Holdings from the Company. The consideration for the Transaction was $14.5 million, inclusive of $13.75 million in cash consideration and a $750,000 note payable, subject to agreed-upon reductions and certain post-closing adjustments as set forth in the”

CTO Realty Growth, Inc. completed an acquisition 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 Collection at Forsyth " or the "Property") from a certain institutional owner (the "Seller") for a purchase price of $96.0 million.”

CAMBELL INTERNATIONAL HOLDING CORP. underwent a change of control involving Cambell International Holding Limited (closed 2022-12-30).

“Pursuant to the Business Combination, a change of control of Bitmis Corp. occurred as of the Closing Date.”

CAMBELL INTERNATIONAL HOLDING CORP. completed an acquisition involving Cambell International Holding Limited and its shareholders for aggregate of 1,000,000 shares of our common stock and the transfer by Ms. Xiaoyan to the Cambell Shareholders of 9,000,000 shares of our Series A Preferred Stoc (closed 2022-12-30).

“Shareholders”) to acquire all the issued and outstanding capital stock of Cambell International in exchange for the issuance to the Cambell Shareholders of an aggregate of 1,000,000 shares (the “Shares”) of our common stock and the transfer by Ms. Xiaoyan to the Cambell Shareholders of 9,000,000 shares of our Series A Preferred Stock owned by her”

Fintech Scion Ltd completed a disposition involving Leong Yee Ming for RM4,500,002 (closed 2022-12-30).

“and Exchange Commission on each of November 15, 2022, and November 30, 2022, regarding said acquisitions. The Company sold the Subsidiaries for an aggregate purchase price of RM4,500,002 (the “ Purchase Price ”), with RM4,500,000 allocated for the purchase of Vitaxel and RM2 for the purchase of Vionmall. The Purchase Price was paid by the Purchaser’s assumption of”

TREX CO INC completed a disposition involving Sightline Commercial Solutions, LLC for $8,250,000 (closed 2022-12-30).

“The transaction had a simultaneous signing and closing date of December 30, 2022. In exchange for the assets, Sightline agreed to pay Trex Commercial $8,250,000 (Purchase Price), subject to certain adjustments.”

Sitio Royalties Corp. completed an acquisition involving Brigham Minerals, Inc. (closed 2022-12-29).

“On December 29, 2022, the Mergers were consummated in accordance with the Merger Agreement.”

Disc Medicine, Inc. completed an acquisition involving Disc (closed 2022-12-29).

“On December 29, 2022, the Company completed its business combination with Disc in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of August 9, 2022”

Brigham Minerals, Inc. underwent a change of control involving Sitio Royalties Corp. (closed 2022-12-29).

“On December 29, 2022 (the "Closing Date"), following approval by the stockholders of the Company at a special meeting of stockholders held on December 28, 2022, and approval by the stockholders of Sitio by written consent, the Mergers were consummated.”

STR Sub Inc. underwent a change of control involving Sitio Royalties Corp. (closed 2022-12-29).

“As part of the Mergers, Former Sitio became a wholly owned subsidiary of New Sitio.”

STR Sub Inc. completed an acquisition involving Brigham Minerals, Inc. (closed 2022-12-29).

“As a result, effective as of December 29, 2022, the Mergers were consummated in accordance with the Merger Agreement.”

Lodging Fund REIT III, Inc. completed an acquisition involving Wichita Airport Hospitality, LLC for $7,400,000 plus closing costs (closed 2022-12-22).

“The Wichita HIEX Contributor is not affiliated with the Company or the Advisor. The aggregate consideration for the Wichita HIEX under the Wichita HIEX Contribution Agreement is $7,400,000 plus closing costs, subject to adjustment as provided in the Wichita HIEX Contribution Agreement. The consideration consists of the origination of a new loan by subsidiaries of”

bluebird bio, Inc. completed a disposition involving argenx BV for $102.0 million in cash (closed 2022-12-29).

“Report on Form 8-K filed with the Securities and Exchange Commission on November 30, 2022 (the “Prior 8-K”). Pursuant to the PRV Transfer Agreement, Buyer paid the Company $102.0 million in cash upon the closing of the Asset Sale. The foregoing description of the material terms of the PRV Transfer Agreement does not purport to be complete and is qualified in its”

Archaea Energy Inc. completed an acquisition involving BP Products North America Inc. for the Per Share Price (closed 2022-12-28).

“On December 28, 2022 (the “Closing Date”), upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub merged with and into the Company with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Company Merger”), and Opco Merger Sub merged with and into Opco with Opco continuing as the surviving company and a wholly owned subsidiary of Parent (the “Opco Merger” and, together with the Company Merger, the “Mergers”).”

Strategic Realty Trust, Inc. completed a disposition involving Bedrock Properties Group, LLC for $12.9 million in cash (closed 2022-12-21).

“On December 21, 2022, the Company consummated the disposition of the Sunset & Gardner Joint Venture Property for $12.9 million in cash, before customary closing and transaction costs.”

Hill International, Inc. underwent a change of control involving Global Infrastructure Solutions Inc. for $3.40 per share in cash (closed 2022-12-27).

“the “ Excluded Shares ”) and (B) the Appraisal Shares (as defined in the Merger Agreement), was automatically converted into the right to receive an amount in cash equal to $3.40, without interest (such amount of cash, the “ Merger Consideration ”). Each share of Common Stock to be converted into the right to receive the Merger Consideration was”

GYRE THERAPEUTICS, INC. completed an acquisition involving GNI Group Ltd. and GNI Hong Kong Limited for $35,000,000 in shares (closed 2022-12-26).

“Under the terms of the F351 Agreement and upon the effective time of the transactions contemplated by the F351 Agreement (the “ F351 Effective Time ”), Catalyst paid the Sellers $35,000,000 in the form of: 6,266,521 shares of Catalyst common stock, par value $0.001 per share (the “ Catalyst Common Stock ”); and 12,340 shares of Catalyst Series X Convertible”

STRATEGIC ACQUISITIONS INC /NV/ completed an acquisition involving Exworth Management LLC and World Class Global Technology LLC (closed 2022-12-22).

“On December 22, 2022, we, Strategic Acquisitions, Inc. (“we”, “us” or the “Company”), and STQN Sub, Inc., our recently formed wholly owned subsidiary (“STQN Sub”) entered into and consummated an Agreement and Plan of Merger (“Merger Agreement”) with Exworth Union Inc (“Exworth Union”) and the owners of all of its outstanding shares of capital stock — Exworth Management LLC (“Exworth Management”) and World Class Global Technology LLC (“World Class,” collectively with Exworth Management, the “Stockholders”).”

BODY & MIND INC. completed an acquisition involving CraftedPlants NJ Corp. for 16,666,667 shares of common stock at a deemed price of CAD$0.08 per share and paid an aggregate of US$50,000 (closed 2022-12-21).

“of CraftedPlants NJ Corp., which is now named, BaM Body and Mind Dispensary NJ, Inc. Pursuant to the closing of the Merger Agreement, the Company issued an aggregate of 16,666,667 shares of common stock to the Sellers at a deemed price of CAD$0.08 per share and paid an aggregate of US$50,000 to the Sellers, with a second delayed payment of US$120,000 to be”

ABIOMED INC underwent a change of control involving Johnson & Johnson for $380.00 per share in cash, plus up to $35.00 per share in contingent payments (closed 2022-12-22).

“commenced a tender offer (the “Offer”) to acquire all of the Company’s outstanding shares of common stock (the “Company Shares”) at a purchase price (the “Offer Price”) of (i) $380.00 per Company Share, net to the seller in cash, without interest and less any applicable withholding tax (the “Cash Amount”), plus (ii) one non-tradeable contractual contingent”

INTERLINK ELECTRONICS INC completed an acquisition involving SPEC Sensors, LLC and KWJ Engineering, Inc. for $2,269,000 (closed 2022-12-16).

“representations, warranties and covenants, including non-competition covenants. Under the terms of the Purchase Agreement, the purchase price for both companies’ assets is $2,269,000, of which $1,519,000 was paid at closing, $375,000 was paid into escrow subject to a 90-day purchase price adjustment process, and $375,000 was paid into escrow to be available to”

MariaDB plc underwent a change of control (closed 2022-12-16).

“As a result of the completion of the Merger pursuant to the Business Combination Agreement, a change of control of the Company has occurred.”

JOHNSON & JOHNSON completed an acquisition involving ABIOMED for approximately $17.1 billion (closed 2022-12-22).

“in each case, multiplied by the number of Shares underlying such ABIOMED RSU. The aggregate amount paid by Purchaser in the Offer and the Merger for the Shares was approximately $17.1 billion, excluding related fees and expenses. Johnson & Johnson and Purchaser funded the acquisition of the Shares in the Offer and the Merger through a combination of Johnson &”

MULIANG VIAGOO TECHNOLOGY, INC. completed a disposition involving Viagoo Inc. for US$5,254,001.20 (closed 2022-12-16).

“private limited liability company and a 100% parent company of NexG Pte. Ltd., and TPS Solutions Hong Kong Limited, from the Company in exchange for a consideration of US$ 5,254,001.20 to be paid to the Company as follows: (i) The Buyer agrees to issue a convertible note to a certain convertible noteholder of the Company in exchange for the cancellation of”

KINETA, INC./DE underwent a change of control involving Kineta Operating, Inc. (formerly known as Kineta, Inc.) (closed 2022-12-16).

“Immediately after the consummation of the Merger, based on the Exchange Ratio, and after giving effect to the initial issuance of Company Common Stock pursuant to the Private Placement, there were approximately 9.8 million shares of Company Common Stock outstanding on a fully diluted basis (excluding outstanding options, warrants and similar contracts), of which (i) the former shareholders of Kineta owned approximately 77.3% of the Company Common Stock, (ii) the former stockholders of the Company owned approximately 16.1% of the Company Common Stock and (iii) the PIPE Investors owned approximately 6.7% of the Company Common Stock.”

KINETA, INC./DE completed a disposition involving Janssen Pharmaceutica NV for $26.0 million in cash (closed 2022-12-14).

“In connection with the Asset Sale, the Company sold to Janssen all of its rights, title and interest in and to clinical-stage product candidate YTX-7739 as well as the Company’s unpartnered pre-clinical and discovery-stage product candidates and related intellectual property rights for a purchase price of $26.0 million in cash.”

Hillenbrand, Inc. completed an acquisition involving Linxis Group SAS for total aggregate consideration of $590.8 million (€596.2 million) in cash, reflecting an enterprise value of approximately $566.8 million (€572.0 million) plus c (closed 2022-10-06).

“the Company acquired all of the issued and outstanding shares of Linxis, and Linxis became a wholly owned subsidiary of the Company for total aggregate consideration of $590.8 million (€596.2 million) in cash, reflecting an enterprise value of approximately $566.8 million (€572.0 million) plus cash acquired at closing, subject to post-closing adjustment for”