Diversified Energy closes $495M cash-plus-stock acquisition of Canvas Energy

This filing

acquired all of the issued and outstanding common stock of Canvas from the former owners of Canvas in exchange for, in the aggregate, (i) cash consideration of approximately $495,000,000 and (ii) 3,720,125 shares of the Company’s common stock (the “Consideration Shares”).

Comparable filing

Québec and a wholly owned indirect subsidiary of the Company (the “ Purchaser ”), acquired all of the issued and outstanding shares of Eddyfi from the vendors for cash equal to $1.45 billion, subject to customary purchase price adjustments set forth in the Purchase Agreement relating to cash, indebtedness, transaction expenses, and net working capital of Eddyfi, its

This filing

acquired all of the issued and outstanding common stock of Canvas from the former owners of Canvas in exchange for, in the aggregate, (i) cash consideration of approximately $495,000,000 and (ii) 3,720,125 shares of the Company’s common stock (the “Consideration Shares”).

Comparable filing

On May 7, 2026, as contemplated by the Business Combination Agreement and as described in the section titled “ The BCA Proposal ” beginning on pa ge 180 of the Proxy Statement/Prospectus, the Company, Enhanced and Merger Sub consummated the business combination contemplated by the Business Combination Agreement, whereby: • Merger Sub merged with and into Enhanced (the “First Merger”), with Enhanced surviving the merger as a wholly owned subsidiary of the Company;

This filing

acquired all of the issued and outstanding common stock of Canvas from the former owners of Canvas in exchange for, in the aggregate, (i) cash consideration of approximately $495,000,000 and (ii) 3,720,125 shares of the Company’s common stock (the “Consideration Shares”).

Comparable filing

Mr. Owens, Ms. Owens and JAO, the “Sellers”), and Jacob Owens in his capacity as representative of the Sellers. The aggregate consideration for the Acquisition consisted of (i) 1,296,456 shares of Class A Common Stock, par value $0.0001 per share, of the Company (“Class A Common Stock”) issued to the Sellers (the “Stock Consideration”) and (ii) a $42.3 million net

This filing

acquired all of the issued and outstanding common stock of Canvas from the former owners of Canvas in exchange for, in the aggregate, (i) cash consideration of approximately $495,000,000 and (ii) 3,720,125 shares of the Company’s common stock (the “Consideration Shares”).

Comparable filing

the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 2.01. As consideration for the Merger, the Company (a) issued an aggregate of 12,592,960 shares of the Company’s common shares, no par value (“Merger Shares”), to the holders of SHI’s senior preferred stock and (b) paid an aggregate of $10,000.00 in cash to the

This filing

acquired all of the issued and outstanding common stock of Canvas from the former owners of Canvas in exchange for, in the aggregate, (i) cash consideration of approximately $495,000,000 and (ii) 3,720,125 shares of the Company’s common stock (the “Consideration Shares”).

Comparable filing

Revenue Code of 1986, as amended. Under the terms of the Merger Agreement, the Company acquired Cullgen in an all-stock transaction that valued Cullgen at approximately $300 million. At the effective time of the Merger (the “Effective Time”), each then outstanding share of Cullgen capital stock (the “Cullgen Capital Stock”), excluding shares of Cullgen

This filing

acquired all of the issued and outstanding common stock of Canvas from the former owners of Canvas in exchange for, in the aggregate, (i) cash consideration of approximately $495,000,000 and (ii) 3,720,125 shares of the Company’s common stock (the “Consideration Shares”).

Comparable filing

nto an Agreement and Plan of Merger (the “Merger Agreement”) with Neurobridge IP Holdings Incorporated, a Delaware corporation (“Holdings”), Lunai Bioworks IP, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger

This filing

acquired all of the issued and outstanding common stock of Canvas from the former owners of Canvas in exchange for, in the aggregate, (i) cash consideration of approximately $495,000,000 and (ii) 3,720,125 shares of the Company’s common stock (the “Consideration Shares”).

Comparable filing

Purchase Agreement) for purposes of consummating the acquisition of DTR at Closing. At the closing of the acquisition of DTR (the “Closing”), the Company issued an aggregate of 11,316,775 shares (such shares, the “Consideration Shares”) of its Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), comprised of (A) 31.5% of (i) the aggregate

This filing

acquired all of the issued and outstanding common stock of Canvas from the former owners of Canvas in exchange for, in the aggregate, (i) cash consideration of approximately $495,000,000 and (ii) 3,720,125 shares of the Company’s common stock (the “Consideration Shares”).

Comparable filing

in its capacity as representative of the Sellers. After giving effect to the transactions contemplated by the Purchase Agreement, the aggregate consideration consisted of (i) 220,007 shares (the “Mikytuck Rollover Securities”) of Class A Common Stock, par value $0.0001 per share, of the Company (“Class A Common Stock”) issued to Mr. Mikytuck, (ii) 69,511