{"schema_version":"secwatch.filing_event.v1","accession":"0000950157-25-000885","form_type":"8-K","ticker":null,"cik":"0001448597","company_name":"AUGUSTA GOLD CORP.","filed_at":"2025-10-23T23:59:59+00:00","discovered_at":"2026-05-14T18:02:39.432661+00:00","generated_at":"2026-05-17T02:29:14.744691+00:00","sec_items":["2.01","3.03","5.01","5.02","5.03","7.01","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.95,"calibrated_materiality_score":0.95,"confidence":"high","headline":"Augusta Gold acquired by AngloGold Ashanti for C$1.70 per share; deal closed Oct 23","bullets":["All outstanding Augusta Gold shares converted into right to receive C$1.70 cash per share.","Prior directors and officers resigned; Marcelo Godoy and Gillian Doran appointed directors.","Common stock to be delisted from TSX and OTCQB; Form 15 filed to suspend SEC reporting.","Stock options with exercise price below C$1.70 canceled for cash; 2023 warrants remain at C$2.30."],"urls":{"canonical":"https://secwatch.observer/filing/0000950157-25-000885","json":"https://secwatch.observer/filing/0000950157-25-000885.json","markdown":"https://secwatch.observer/filing/0000950157-25-000885.md","text":"https://secwatch.observer/filing/0000950157-25-000885.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1448597/000095015725000885/0000950157-25-000885-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1448597/000095015725000885/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T02:29:14.744691+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"457bb85561e720dbb578d38dfab0f69728ecbffe","claim":"AUGUSTA GOLD CORP.: Amended and restated Articles of Incorporation in connection with merger.","evidence_excerpt":"Augusta Gold’s Articles of Incorporation and Bylaws were amended and restated to the forms thereof attached as Exhibits D and E to the Merger Agreement, respectively.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1448597/000095015725000885/0000950157-25-000885-index.htm","confidence":0.9},{"claim_id":"cbe71bb98f2b3a7468f2224a1fdf01a1ffe36fb3","claim":"AUGUSTA GOLD CORP.: Amended and restated Bylaws in connection with merger.","evidence_excerpt":"Augusta Gold’s Articles of Incorporation and Bylaws were amended and restated to the forms thereof attached as Exhibits D and E to the Merger Agreement, respectively.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1448597/000095015725000885/0000950157-25-000885-index.htm","confidence":0.9},{"claim_id":"12a20888d75548028cfca6a06c7d90773b9d5e7b","claim":"AUGUSTA GOLD CORP. completed an acquisition involving Augusta Gold Corp. for C$1.70 in cash (closed 2025-10-23).","evidence_excerpt":"by virtue of the Merger, each issued and outstanding share of common stock of Augusta Gold (an “Augusta Gold Share”) was automatically converted into the right to receive C$1.70 in cash (the “Merger Consideration”), without interest, subject to any applicable withholding taxes required by applicable legal requirements. At the Effective Time, by virtue of","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1448597/000095015725000885/0000950157-25-000885-index.htm","confidence":0.9},{"claim_id":"8a52c037503ffe427def06f64dc96f2c8d0e95a2","claim":"AUGUSTA GOLD CORP. underwent a change of control involving AngloGold Ashanti (U.S.A.) Holdings Inc. for C$1.70 in cash (closed 2025-10-23).","evidence_excerpt":"by virtue of the Merger, each issued and outstanding share of common stock of Augusta Gold (an “Augusta Gold Share”) was automatically converted into the right to receive C$1.70 in cash (the “Merger Consideration”), without interest, subject to any applicable withholding taxes required by applicable legal requirements. At the Effective Time, by virtue of","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1448597/000095015725000885/0000950157-25-000885-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001213900-26-063775","ticker":"ESAB","company_name":"ESAB Corp","filed_at":"2026-06-02T10:41:21+00:00","headline":"ESAB completes $1.45B acquisition of Eddyfi Technologies","event_type":"m_and_a","sec_items":["2.01","3.02","5.03","3.03","7.01","8.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 2.01, 3.03, 5.03, 7.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-063775","json":"https://secwatch.observer/filing/0001213900-26-063775.json","markdown":"https://secwatch.observer/filing/0001213900-26-063775.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1877322/000121390026063775/0001213900-26-063775-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1877322/000121390026063775/ea0292710-8k_esab.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"Augusta Gold’s Articles of Incorporation and Bylaws were amended and restated to the forms thereof attached as Exhibits D and E to the Merger Agreement, respectively.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1448597/000095015725000885/0000950157-25-000885-index.htm","comparable_excerpt":"On June 1, 2026, the Company filed the Certificate of Designations with the Delaware Secretary of State to establish the preferences, limitations and relative rights of its 6.50% Series A Mandatory Convertible Preferred Stock (the “ Series A Mandatory Convertible Preferred Stock ”), which became effective upon filing.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1877322/000121390026063775/0001213900-26-063775-index.htm"}},{"accession":"0001193125-26-251752","ticker":null,"company_name":"Enviri II Corp","filed_at":"2026-06-01T21:18:36+00:00","headline":"New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA","event_type":"m_and_a","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 3.03, 5.01, 5.02, 5.03, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251752","json":"https://secwatch.observer/filing/0001193125-26-251752.json","markdown":"https://secwatch.observer/filing/0001193125-26-251752.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/d258410d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"Augusta Gold’s Articles of Incorporation and Bylaws were amended and restated to the forms thereof attached as Exhibits D and E to the Merger Agreement, respectively.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1448597/000095015725000885/0000950157-25-000885-index.htm","comparable_excerpt":"In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm"}},{"accession":"0001628280-26-032558","ticker":"APAD","company_name":"Enhanced Group Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Enhanced Group completes de-SPAC merger with Enhanced Ltd; redemptions of $201.7M","event_type":"m_and_a","sec_items":["1.01","2.01","5.06","3.02","9.01","4.01","3.01","3.03","5.01","5.02","5.03","5.05","7.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 2.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-26-032558","json":"https://secwatch.observer/filing/0001628280-26-032558.json","markdown":"https://secwatch.observer/filing/0001628280-26-032558.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/0001628280-26-032558-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/apadu-20260506.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"Augusta Gold’s Articles of Incorporation and Bylaws were amended and restated to the forms thereof attached as Exhibits D and E to the Merger Agreement, respectively.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1448597/000095015725000885/0000950157-25-000885-index.htm","comparable_excerpt":"As a result of the Business Combination, the Company ceased being a shell company","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/0001628280-26-032558-index.htm"}},{"accession":"0001104659-26-055386","ticker":"FARM","company_name":"FARMER BROTHERS CO","filed_at":"2026-05-05T23:59:59+00:00","headline":"Farmer Brothers taken private by Royal Cup for $1.29/share; merger closes May 5, 2026","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","7.01","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 2.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-055386","json":"https://secwatch.observer/filing/0001104659-26-055386.json","markdown":"https://secwatch.observer/filing/0001104659-26-055386.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/0001104659-26-055386-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/tm2612899d9_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"Augusta Gold’s Articles of Incorporation and Bylaws were amended and restated to the forms thereof attached as Exhibits D and E to the Merger Agreement, respectively.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1448597/000095015725000885/0000950157-25-000885-index.htm","comparable_excerpt":"the Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be in the form attached hereto as Exhibit 3.1","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/0001104659-26-055386-index.htm"}},{"accession":"0001493152-26-021330","ticker":"CHRN","company_name":"EKSO BIONICS HOLDINGS, INC.","filed_at":"2026-05-05T23:59:59+00:00","headline":"Ekso Bionics completes reverse merger with Applied Digital subsidiary; renames to ChronoScale Corp.","event_type":"m_and_a","sec_items":["1.01","2.01","2.02","3.02","3.03","4.01","5.01","5.02","5.03","9.01"],"materiality_score":0.95,"calibrated_materiality_score":0.95,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 2.01, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-021330","json":"https://secwatch.observer/filing/0001493152-26-021330.json","markdown":"https://secwatch.observer/filing/0001493152-26-021330.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1549084/000149315226021330/0001493152-26-021330-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1549084/000149315226021330/form8-ka.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"Augusta Gold’s Articles of Incorporation and Bylaws were amended and restated to the forms thereof attached as Exhibits D and E to the Merger Agreement, respectively.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1448597/000095015725000885/0000950157-25-000885-index.htm","comparable_excerpt":"on May 1, 2026, the Company filed the Second Amended and Restated Articles of Incorporation (the “A&R Articles”) with the Secretary of State of the State of Nevada with a delayed effective date and time of 3:00 a.m. (Eastern Time) on May 5, 2026.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1549084/000149315226021330/0001493152-26-021330-index.htm"}},{"accession":"0001104659-26-054519","ticker":"UHG","company_name":"United Homes Group, Inc.","filed_at":"2026-05-04T23:59:59+00:00","headline":"Stanley Martin completes $221M all-cash acquisition of United Homes at $1.18/share","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.02","3.03","5.03","5.01","5.02","8.01","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 2.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-054519","json":"https://secwatch.observer/filing/0001104659-26-054519.json","markdown":"https://secwatch.observer/filing/0001104659-26-054519.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1830188/000110465926054519/0001104659-26-054519-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1830188/000110465926054519/tm2613353d1_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"Augusta Gold’s Articles of Incorporation and Bylaws were amended and restated to the forms thereof attached as Exhibits D and E to the Merger Agreement, respectively.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1448597/000095015725000885/0000950157-25-000885-index.htm","comparable_excerpt":"Effective upon completion of the Merger, the bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated to be in the form of the bylaws filed herewith as Exhibit 3.2.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1830188/000110465926054519/0001104659-26-054519-index.htm"}},{"accession":"0001140361-26-018716","ticker":"GYRE","company_name":"GYRE THERAPEUTICS, INC.","filed_at":"2026-05-04T23:59:59+00:00","headline":"Gyre Therapeutics completes $300M all-stock acquisition of Cullgen; appoints Ying Luo as CEO","event_type":"m_and_a","sec_items":["2.01","5.03","1.01","3.02","3.03","5.02","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 2.01, 3.03, 5.02, 5.03, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-018716","json":"https://secwatch.observer/filing/0001140361-26-018716.json","markdown":"https://secwatch.observer/filing/0001140361-26-018716.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1124105/000114036126018716/0001140361-26-018716-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1124105/000114036126018716/ef20072211_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"Augusta Gold’s Articles of Incorporation and Bylaws were amended and restated to the forms thereof attached as Exhibits D and E to the Merger Agreement, respectively.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1448597/000095015725000885/0000950157-25-000885-index.htm","comparable_excerpt":"The Company has filed with the Secretary of State of the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations of the Company Preferred Stock (the “Certificate of Designation”) in connection with the Merger referenced in Item 1.01 above.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1124105/000114036126018716/0001140361-26-018716-index.htm"}},{"accession":"0001193125-26-251758","ticker":"OCFC","company_name":"OCEANFIRST FINANCIAL CORP","filed_at":"2026-06-01T21:19:28+00:00","headline":"OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus","event_type":"m_and_a","sec_items":["1.01","3.02","2.01","2.03","3.03","5.02","5.03","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 3.03, 5.02, 5.03, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251758","json":"https://secwatch.observer/filing/0001193125-26-251758.json","markdown":"https://secwatch.observer/filing/0001193125-26-251758.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/d145829d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"by virtue of the Merger, each issued and outstanding share of  common stock of Augusta Gold\n (an “Augusta Gold Share”) was automatically converted into the right to receive C$1.70 in cash (the “Merger Consideration”), without interest, subject to any applicable withholding taxes required by applicable legal requirements. At the Effective Time, by virtue of","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1448597/000095015725000885/0000950157-25-000885-index.htm","comparable_excerpt":"of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}