{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-25-038104","form_type":"8-K","ticker":"JANL","cik":"0001133062","company_name":"JANEL CORP","filed_at":"2025-10-14T23:59:59+00:00","discovered_at":"2026-05-14T18:02:38.864384+00:00","generated_at":"2026-05-17T03:50:59.662006+00:00","sec_items":["2.01","7.01","8.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"Janel Corp contributes Janel Group to Rubicon for 86.5% stake; launches tender offer for 91% ownership","bullets":["On Oct 14, 2025, Janel Corp closed the contribution of Janel Group LLC to Rubicon for 7M new shares, giving Janel Corp ~86.5% voting power.","Rubicon assumed ~$23M of Janel Group's debt; Janel Group had ~$181.3M revenue and ~$8.7M operating income (TTM ended June 30, 2025).","Janel Corp plans tender offer on/about Oct 16 to buy up to 426K Rubicon shares at $4.75/share cash, targeting ~91% ownership.","Prior to closing, Janel Corp owned ~46.6% of Rubicon; deal approved by Rubicon board and disinterested stockholders on Oct 10, 2025."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-25-038104","json":"https://secwatch.observer/filing/0001140361-25-038104.json","markdown":"https://secwatch.observer/filing/0001140361-25-038104.md","text":"https://secwatch.observer/filing/0001140361-25-038104.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1133062/000114036125038104/0001140361-25-038104-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1133062/000114036125038104/ef20057034_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T03:50:59.662006+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":"3e3ee0336fa2364f6f3f04bbe47b200e9042cd5a","claim":"JANEL CORP completed a disposition involving Rubicon Technology, Inc. for 7,000,000 newly issued shares of Rubicon’s common stock (closed 2025-10-14).","evidence_excerpt":"as of August 20, 2025 between the Company and Rubicon. Pursuant to the Contribution Agreement, in exchange for the membership interests of Janel Group, (i) the Company received 7,000,000 newly issued shares of Rubicon’s common stock, as a result of which the Company beneficially owns approximately 86.5% of the total voting power of Rubicon and (ii) Rubicon","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1133062/000114036125038104/0001140361-25-038104-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: ma_transaction","same SEC item: 2.01, 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":"ma_transaction","source_excerpt":"as of August 20, 2025 between the Company and Rubicon. Pursuant to the Contribution Agreement, in exchange for the membership interests of Janel Group, (i) the Company received 7,000,000 newly issued shares of Rubicon’s\n common stock, as a result of which the Company beneficially owns approximately 86.5% of the total voting power of Rubicon and (ii) Rubicon","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1133062/000114036125038104/0001140361-25-038104-index.htm","comparable_excerpt":"Québec and a wholly owned indirect subsidiary of the Company (the “ Purchaser ”), acquired\nall of the issued and outstanding shares of Eddyfi from the vendors for cash equal to $1.45 billion, subject to customary purchase price\nadjustments set forth in the Purchase Agreement relating to cash, indebtedness, transaction expenses, and net working capital of Eddyfi,\nits","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1877322/000121390026063775/0001213900-26-063775-index.htm"}},{"accession":"0001574085-26-000093","ticker":"BHR","company_name":"Braemar Hotels & Resorts Inc.","filed_at":"2026-06-01T20:11:33+00:00","headline":"Braemar completes sale of Park Hyatt Beaver Creek for $176M; repays $86.25M convertible notes","event_type":"m_and_a","sec_items":["2.01","7.01","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 7.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001574085-26-000093","json":"https://secwatch.observer/filing/0001574085-26-000093.json","markdown":"https://secwatch.observer/filing/0001574085-26-000093.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1574085/000157408526000093/0001574085-26-000093-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1574085/000157408526000093/bhr-20260526.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"as of August 20, 2025 between the Company and Rubicon. Pursuant to the Contribution Agreement, in exchange for the membership interests of Janel Group, (i) the Company received 7,000,000 newly issued shares of Rubicon’s\n common stock, as a result of which the Company beneficially owns approximately 86.5% of the total voting power of Rubicon and (ii) Rubicon","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1133062/000114036125038104/0001140361-25-038104-index.htm","comparable_excerpt":"On May 26, 2026, Ashford BC LP and Ashford TRS BC LLC (together “Seller”), indirect subsidiaries of Braemar Hotels & Resorts Inc. (the “Company”), completed the sale of the Park Hyatt Beaver Creek Resort & Spa located in Avon, Colorado (the “Hotel”) pursuant to an Agreement of Purchase and Sale, dated as of April 27, 2026, by and among Seller and Apres Owner, LLC, as purchaser, for $176 million in cash, subject to customary pro-rations and adjustments.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1574085/000157408526000093/0001574085-26-000093-index.htm"}},{"accession":"0001104659-26-044028","ticker":"MGTX","company_name":"MeiraGTx Holdings plc","filed_at":"2026-04-16T23:59:59+00:00","headline":"MeiraGTx acquires bota-vec gene therapy from Janssen for XLRP treatment","event_type":"m_and_a","sec_items":["1.01","1.02","2.01","7.01","8.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 7.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-044028","json":"https://secwatch.observer/filing/0001104659-26-044028.json","markdown":"https://secwatch.observer/filing/0001104659-26-044028.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1735438/000110465926044028/0001104659-26-044028-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1735438/000110465926044028/mgtx-20260415x8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"as of August 20, 2025 between the Company and Rubicon. Pursuant to the Contribution Agreement, in exchange for the membership interests of Janel Group, (i) the Company received 7,000,000 newly issued shares of Rubicon’s\n common stock, as a result of which the Company beneficially owns approximately 86.5% of the total voting power of Rubicon and (ii) Rubicon","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1133062/000114036125038104/0001140361-25-038104-index.htm","comparable_excerpt":"to mutations in the RPGR gene (the “RPGR Product”), and other related assets as described in the Asset Purchase Agreement. Buyer agreed to pay an upfront cash purchase price of $25,000,000 to Seller. Additionally, pursuant to and subject to the terms and conditions set forth in the Asset Purchase Agreement, Buyer agreed to pay Seller a one-time, future contingent","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1735438/000110465926044028/0001104659-26-044028-index.htm"}},{"accession":"0001104659-26-039924","ticker":"VREOF","company_name":"Vireo Growth Inc.","filed_at":"2026-04-06T23:59:59+00:00","headline":"Vireo closes Eaze acquisition for $47M in stock; CEO awarded performance-based RSUs up to 3.5% diluted","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","5.02","7.01","8.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 7.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-039924","json":"https://secwatch.observer/filing/0001104659-26-039924.json","markdown":"https://secwatch.observer/filing/0001104659-26-039924.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1771706/000110465926039924/0001104659-26-039924-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1771706/000110465926039924/tm2611166d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"as of August 20, 2025 between the Company and Rubicon. Pursuant to the Contribution Agreement, in exchange for the membership interests of Janel Group, (i) the Company received 7,000,000 newly issued shares of Rubicon’s\n common stock, as a result of which the Company beneficially owns approximately 86.5% of the total voting power of Rubicon and (ii) Rubicon","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1133062/000114036125038104/0001140361-25-038104-index.htm","comparable_excerpt":"adjustment with respect to certain of the estimated items included\nin the Estimated Closing Merger Consideration. In general, the Estimated Closing Merger Consideration\nis US$47,040,000 in base consideration (the “Base Consideration”), adjusted for certain items as described in the definition\nof Estimated Closing Merger Consideration in the Merger Agreement,","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1771706/000110465926039924/0001104659-26-039924-index.htm"}},{"accession":"0000107140-26-000034","ticker":"WLY","company_name":"JOHN WILEY & SONS, INC.","filed_at":"2026-06-02T12:30:39+00:00","headline":"Wiley acquires Emerald Publishing for $452M; adds ~500 journals, expected accretive in year one","event_type":"m_and_a","sec_items":["1.01","2.01","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000107140-26-000034","json":"https://secwatch.observer/filing/0000107140-26-000034.json","markdown":"https://secwatch.observer/filing/0000107140-26-000034.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/0000107140-26-000034-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/jwa-20260601.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"as of August 20, 2025 between the Company and Rubicon. Pursuant to the Contribution Agreement, in exchange for the membership interests of Janel Group, (i) the Company received 7,000,000 newly issued shares of Rubicon’s\n common stock, as a result of which the Company beneficially owns approximately 86.5% of the total voting power of Rubicon and (ii) Rubicon","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1133062/000114036125038104/0001140361-25-038104-index.htm","comparable_excerpt":"pursuant to which Buyer acquired from the Seller all of the issued and outstanding equity securities of Emerald Holding (the \"Transaction\") in exchange for GBP £337.5 million (approximately $452 million)","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/0000107140-26-000034-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, 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":"as of August 20, 2025 between the Company and Rubicon. Pursuant to the Contribution Agreement, in exchange for the membership interests of Janel Group, (i) the Company received 7,000,000 newly issued shares of Rubicon’s\n common stock, as a result of which the Company beneficially owns approximately 86.5% of the total voting power of Rubicon and (ii) Rubicon","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1133062/000114036125038104/0001140361-25-038104-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"}},{"accession":"0001193125-26-251442","ticker":"RPAY","company_name":"Repay Holdings Corp","filed_at":"2026-06-01T20:14:04+00:00","headline":"REPAY closes $372M acquisition of KUBRA, funded with new $500M term loan","event_type":"m_and_a","sec_items":["1.01","2.01","1.02","9.01","2.03","7.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251442","json":"https://secwatch.observer/filing/0001193125-26-251442.json","markdown":"https://secwatch.observer/filing/0001193125-26-251442.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/rpay-20260601.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"as of August 20, 2025 between the Company and Rubicon. Pursuant to the Contribution Agreement, in exchange for the membership interests of Janel Group, (i) the Company received 7,000,000 newly issued shares of Rubicon’s\n common stock, as a result of which the Company beneficially owns approximately 86.5% of the total voting power of Rubicon and (ii) Rubicon","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1133062/000114036125038104/0001140361-25-038104-index.htm","comparable_excerpt":"KUBRA became an indirect wholly owned subsidiary of the Company. Pursuant to the Purchase Agreement, the aggregate cash purchase price for the Acquisition was approximately $372 million, subject to customary post-closing adjustments. The closing cash consideration was funded with a combination of cash on hand and borrowings under the Credit Agreement described","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm"}},{"accession":"0000821130-26-000040","ticker":"AD","company_name":"ARRAY DIGITAL INFRASTRUCTURE, INC.","filed_at":"2026-06-01T20:09:49+00:00","headline":"Array closes $1.0B spectrum sale to Verizon; declares $11 special dividend","event_type":"m_and_a","sec_items":["2.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000821130-26-000040","json":"https://secwatch.observer/filing/0000821130-26-000040.json","markdown":"https://secwatch.observer/filing/0000821130-26-000040.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/821130/000082113026000040/0000821130-26-000040-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/821130/000082113026000040/ad-20260601.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"as of August 20, 2025 between the Company and Rubicon. Pursuant to the Contribution Agreement, in exchange for the membership interests of Janel Group, (i) the Company received 7,000,000 newly issued shares of Rubicon’s\n common stock, as a result of which the Company beneficially owns approximately 86.5% of the total voting power of Rubicon and (ii) Rubicon","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1133062/000114036125038104/0001140361-25-038104-index.htm","comparable_excerpt":"The purchase price received by Array at the Closing was $1.0 billio n, paid in cash. \n\n--- EX-99.1 (EX-99.1) ---\n\nArray completes sale of select spectrum assets to Verizon for $1.0 billion Board declares special dividend of $11.00 per share CHICAGO (June 1, 2026) – Array Digital Infrastructure, Inc. (NYSE: AD) (Array SM ) today announced the successful closing of","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/821130/000082113026000040/0000821130-26-000040-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}