{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-25-243136","form_type":"8-K","ticker":null,"cik":"0001876588","company_name":"ZimVie Inc.","filed_at":"2025-10-20T23:59:59+00:00","discovered_at":"2026-05-14T18:02:40.946485+00:00","generated_at":"2026-05-17T03:18:02.049468+00:00","sec_items":["1.01","1.02","2.01","2.03","3.01","3.03","5.01","5.03","5.02","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"ZimVie completed acquisition by ARCHIMED for $19.00/share; stock delisted","bullets":["All outstanding shares acquired for $19.00 cash per share; total consideration funded by equity and debt.","ZimVie becomes privately held; common stock delisted from NASDAQ effective October 30, 2025.","Pre-merger board and officers resigned; André-Michel Ballester and Bryan Alterman appointed directors and officers.","New first lien credit agreement with Golub Capital LLC entered to support financing of the merger."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-25-243136","json":"https://secwatch.observer/filing/0001193125-25-243136.json","markdown":"https://secwatch.observer/filing/0001193125-25-243136.md","text":"https://secwatch.observer/filing/0001193125-25-243136.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1876588/000119312525243136/0001193125-25-243136-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1876588/000119312525243136/d78911d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T03:18:02.049468+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":"690027ba5a6b40ca76dedc155c8b3030828948d6","claim":"ZimVie Inc. incurred credit facility of not disclosed with Golub Capital LLC at not disclosed maturing not disclosed.","evidence_excerpt":"On October 20, the Company entered into that certain First Lien Credit Agreement, by and among MergerCo, as initial borrower, the Company, as successor borrower, Parent, as holdings, Golub Capital LLC, as administrative agent, collateral agent, lead arranger and sole bookrunner and the lenders and each letter of credit issuer thereunder from time to time party thereto (the \" Credit Agreement \").","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1876588/000119312525243136/0001193125-25-243136-index.htm","confidence":0.85},{"claim_id":"547854b5d3a7ae6456a2e4f324b3e62a76a61ff7","claim":"ZimVie Inc.: Amended and restated certificate of incorporation in connection with merger.","evidence_excerpt":"In connection with the consummation of the Merger, effective on the Closing Date, the certificate of incorporation and bylaws of the Company were each amended and restated in their entirety.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1876588/000119312525243136/0001193125-25-243136-index.htm","confidence":0.9},{"claim_id":"b1bc2e002f7d811afdbe7588869c61a56d7c9785","claim":"ZimVie Inc.: Amended and restated bylaws in connection with merger.","evidence_excerpt":"In connection with the consummation of the Merger, effective on the Closing Date, the certificate of incorporation and bylaws of the Company were each amended and restated in their entirety.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1876588/000119312525243136/0001193125-25-243136-index.htm","confidence":0.9},{"claim_id":"fd5ae67a270e25b8026a2a4cbf134c9ff3d14be0","claim":"ZimVie Inc. underwent a change of control involving Zamboni Parent Inc. for $19.00 per share in cash (closed 2025-10-20).","evidence_excerpt":"the Company as treasury shares or (c) held by any person who properly exercised appraisal rights under the DGCL) converted into the right to receive an amount in cash equal to $19.00 per share, without interest (the “ Merger Consideration ”). In addition, on the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, (i)","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1876588/000119312525243136/0001193125-25-243136-index.htm","confidence":0.95}],"comparable_filings":[{"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: debt_financing, governance_change, ma_transaction","same SEC item: 1.01, 2.03, 3.03, 5.01, 5.02, 5.03, 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":"debt_financing","source_excerpt":"On October 20, the Company entered into that certain First Lien Credit Agreement, by and among MergerCo, as initial borrower, the Company, as successor borrower, Parent, as holdings, Golub Capital LLC, as administrative agent, collateral agent, lead arranger and sole bookrunner and the lenders and each letter of credit issuer thereunder from time to time party thereto (the \" Credit Agreement \").","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1876588/000119312525243136/0001193125-25-243136-index.htm","comparable_excerpt":"The Credit Agreement provides for (i) a revolving credit facility in an aggregate principal amount of $152.0 million (such facility, the “Revolving Credit Facility”)","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-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: debt_financing, ma_transaction","same SEC item: 1.01, 2.01, 2.03, 3.03, 5.02, 5.03, 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":"debt_financing","source_excerpt":"On October 20, the Company entered into that certain First Lien Credit Agreement, by and among MergerCo, as initial borrower, the Company, as successor borrower, Parent, as holdings, Golub Capital LLC, as administrative agent, collateral agent, lead arranger and sole bookrunner and the lenders and each letter of credit issuer thereunder from time to time party thereto (the \" Credit Agreement \").","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1876588/000119312525243136/0001193125-25-243136-index.htm","comparable_excerpt":"$65,000,000 in aggregate principal amount of 6.000% Fixed-to-Floating Rate Subordinated Notes due 2032","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm"}},{"accession":"0001193125-26-251741","ticker":"NVRI","company_name":"ENVIRI Corp","filed_at":"2026-06-01T21:15:54+00:00","headline":"Enviri completes sale of Clean Earth to Veolia for $3.04B; spins off remaining businesses as New Enviri","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251741","json":"https://secwatch.observer/filing/0001193125-26-251741.json","markdown":"https://secwatch.observer/filing/0001193125-26-251741.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/0001193125-26-251741-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/d129138d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"the Company as treasury shares or (c) held by any person who properly exercised appraisal rights under the DGCL) converted into the right to receive an amount in cash equal to $19.00 per share, without interest (the “ Merger Consideration ”). In addition, on the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, (i)","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1876588/000119312525243136/0001193125-25-243136-index.htm","comparable_excerpt":"On June 1, 2026, pursuant to the terms of the Separation Agreement and the Merger Agreement, the following series of transactions occurred","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/0001193125-26-251741-index.htm"}},{"accession":"0001140361-26-020064","ticker":"CTLP","company_name":"CANTALOUPE, INC.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Cantaloupe completes merger with 365 Retail Markets; shareholders receive $11.20/share","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-020064","json":"https://secwatch.observer/filing/0001140361-26-020064.json","markdown":"https://secwatch.observer/filing/0001140361-26-020064.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/ef20072798_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"the Company as treasury shares or (c) held by any person who properly exercised appraisal rights under the DGCL) converted into the right to receive an amount in cash equal to $19.00 per share, without interest (the “ Merger Consideration ”). In addition, on the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, (i)","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1876588/000119312525243136/0001193125-25-243136-index.htm","comparable_excerpt":"Rollover Shares immediately prior to the Effective Time, and were canceled at the Effective Time for no\n consideration) were canceled and converted into the right to receive $11.20 in cash, without interest (such amount per share, the “ Merger Consideration ”). At the Effective Time, (i) each Company RSU (as defined in the Merger Agreement) that was","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm"}},{"accession":"0001104659-26-057278","ticker":"CTRA","company_name":"Coterra Energy Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Coterra Energy completes merger with Devon; shares converted at 0.70x ratio","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057278","json":"https://secwatch.observer/filing/0001104659-26-057278.json","markdown":"https://secwatch.observer/filing/0001104659-26-057278.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/0001104659-26-057278-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/tm2613882d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"the Company as treasury shares or (c) held by any person who properly exercised appraisal rights under the DGCL) converted into the right to receive an amount in cash equal to $19.00 per share, without interest (the “ Merger Consideration ”). In addition, on the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, (i)","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1876588/000119312525243136/0001193125-25-243136-index.htm","comparable_excerpt":"ith Devon Energy Corporation, a Delaware corporation (“Devon”), and Cubs Merger Sub, Inc., a Delaware corporation and","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/0001104659-26-057278-index.htm"}},{"accession":"0001493152-26-021767","ticker":"SHPH","company_name":"Shuttle Pharmaceuticals Holdings, Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Shuttle Pharma completes merger with United Dogecoin, pivots to crypto, raises $9.55M PIPE","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","3.03","5.02","5.03","9.01"],"materiality_score":0.95,"calibrated_materiality_score":0.95,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 3.03, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-021767","json":"https://secwatch.observer/filing/0001493152-26-021767.json","markdown":"https://secwatch.observer/filing/0001493152-26-021767.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1757499/000149315226021767/0001493152-26-021767-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1757499/000149315226021767/form8-k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"the Company as treasury shares or (c) held by any person who properly exercised appraisal rights under the DGCL) converted into the right to receive an amount in cash equal to $19.00 per share, without interest (the “ Merger Consideration ”). In addition, on the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, (i)","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1876588/000119312525243136/0001193125-25-243136-index.htm","comparable_excerpt":"On May 6, 2026 (the “ Closing Date ”), Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (“ Shuttle ” or “ Acquiror ”), completed its previously announced merger pursuant to an Agreement and Plan of Merger (the “ Merger Agreement ”), entered into on April 30, 2026 by and among the Acquiror, Shuttle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Shuttle (“ Merger Sub ”) and United Dogecoin Inc., a Delaware corporation (the “ Company ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1757499/000149315226021767/0001493152-26-021767-index.htm"}},{"accession":"0001193125-26-211971","ticker":"DVN","company_name":"DEVON ENERGY CORP/DE","filed_at":"2026-05-07T23:59:59+00:00","headline":"Devon completes all-stock merger with Coterra; combined company retains DVN ticker","event_type":"m_and_a","sec_items":["2.01","5.02","5.03","7.01","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, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-211971","json":"https://secwatch.observer/filing/0001193125-26-211971.json","markdown":"https://secwatch.observer/filing/0001193125-26-211971.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1090012/000119312526211971/0001193125-26-211971-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1090012/000119312526211971/d799973d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"In connection with the consummation of the Merger, effective on the Closing Date, the certificate of incorporation and bylaws of the Company were each amended and restated in their entirety.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1876588/000119312525243136/0001193125-25-243136-index.htm","comparable_excerpt":"On May 7, 2026, the Company filed an amendment to the Company’s restated certificate of incorporation (the “ Authorized Share Charter Amendment ”), effective as of such date, increasing the number of authorized shares of Company Common Stock from 1,000,000,000 to 2,000,000,000.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1090012/000119312526211971/0001193125-26-211971-index.htm"}},{"accession":"0001193125-26-210518","ticker":"CPRX","company_name":"CATALYST PHARMACEUTICALS, INC.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Angelini Pharma to acquire Catalyst Pharma for $4.1B ($31.50/share), premium 28% to VWAP","event_type":"m_and_a","sec_items":["1.01","5.03","7.01","8.01","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: governance_change","same SEC item: 1.01, 5.03, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-210518","json":"https://secwatch.observer/filing/0001193125-26-210518.json","markdown":"https://secwatch.observer/filing/0001193125-26-210518.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1369568/000119312526210518/0001193125-26-210518-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1369568/000119312526210518/d90722d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"In connection with the consummation of the Merger, effective on the Closing Date, the certificate of incorporation and bylaws of the Company were each amended and restated in their entirety.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1876588/000119312525243136/0001193125-25-243136-index.htm","comparable_excerpt":"On May 6, 2026, the Board of Directors approved and adopted an amendment (the “ Forum Selection Amendment ”) to the Company’s existing By-Laws that amends Article VIII, Section 8.1 of the By-Laws of the Company.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1369568/000119312526210518/0001193125-26-210518-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}