Fuel Tech, Inc. has announced that on December 12, 2024, their Compensation Committee adopted two sales commission plans for the coming year: the 2025 APC and National Sales Manager Commission Plan, and the 2025 FUEL CHEM® Officer Sales Commission Plan. Under these plans, the Senior Vice President of Sales, William E. Cummings, Jr., will receieve sales commission payments. In the APC product line, he will earn a certain percentage of the contract value for sales in the United States and Canada. Similarly, for the FUEL CHEM plan, the commission will be based on a percentage of net revenue from customer units in the aforementioned regions.
MDB Capital Holdings, LLC held its 2024 Annual Meeting of Stockholders on December 10, 2024, where several key outcomes were determined. Shareholders elected eight directors to serve until the 2025 annual meeting and ratified RBSM LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024. Furthermore, shareholders voted on a non-binding advisory resolution regarding executive compensation for the fiscal year 2025 and decided on the frequency of future votes on this matter, concluding that it should occur every three years. The meeting had a significant shareholder turnout, with 92.45% of the shares entitled to vote being present.
Names Mentioned: - MDB Capital Holdings, LLC - RBSM LLP - Jeremy W. James (Chief Financial Officer)
Thunder Mountain Gold, Inc. held its Annual Meeting on December 10, 2024. The shareholders voted on three proposals. Seven director nominees were elected to serve a one-year term. The Stock Option Plan was ratified and reapproved. The appointment of DeCoria, Maichel & Teague P.S. as independent auditors was also ratified and reapproved. The named candidates received varying levels of support, with votes for ranging from 88.85% to 94.10%. Shareholders participated with over 39 million shares represented at the meeting. No other business was conducted. The report was signed by President and CEO Eric T. Jones.
Named persons and entities: - Thunder Mountain Gold, Inc. - Eric T. Jones - E. James Collord - Paul Beckman - Ralph Noyes - Douglas J. Glaspey - James A. Sabala - Larry D. Kornze - DeCoria, Maichel & Teague P.S. - Computershare Investor Services
Sino American Oil Co has initiated a private offering of its common stock, aiming to raise a maximum of $75,000 by selling shares at $0.0001 each. As of now, the company has managed to raise $24,000 from 8 accredited investors. Notably, one of the investors, Decus Pro OU, is an entity controlled by the company's CEO, Boriss Aleksandrov, which purchased 138,000,000 shares. Across all investors, a total of 240,000,000 shares have been sold so far. Proceeds from the sale are intended for working capital and general operations, but management retains discretion over the funds' exact use.
GlobalTech Corporation recently held its 2024 Annual Meeting of Stockholders where several key changes were approved. These changes include an increase in the number of authorized shares from 10 million to 500 million, authorization of 50 million shares of blank check preferred stock, and amendments that permit the board to set the terms for the preferred stock without further stockholder approval. Additional amendments clarify indemnification policies for directors and officers and exclude the company from certain Nevada state laws regarding stockholder actions. These amendments are described in detail in the company's earlier Proxy Statement and are now effective with the Secretary of State of Nevada.
Names mentioned: - GlobalTech Corporation - Elko Broadband Inc - Dana Green (Chief Executive Officer)
Southwestern Electric Power Company (SWEPCO) and SWEPCO Storm Recovery Funding LLC have entered into an Underwriting Agreement with Citigroup Global Markets Inc. and RBC Capital Markets, LLC for the sale of $336,700,000 of Senior Secured Storm Recovery Bonds. Additionally, SWEPCO and related parties have updated and established various agreements, including amendments to the Intercreditor Agreement with AEP Credit, Inc., and JPMorgan Chase Bank, N.A., and new agreements related to servicing, administration, and the operation of the Issuing Entity, in preparation for the bond issuance.
Traeger, Inc. has amended its Original Stockholders Agreement to allow the company to appoint or terminate its Chief Executive Officer without the prior consent of certain investors, if the board determines it's necessary to comply with fiduciary duties. This change was in response to a class action lawsuit filed by Bruce Taylor challenging the CEO Consent Provision. The lawsuit was dismissed as moot after the amendment and Traeger has agreed to pay $390,000 in legal fees and expenses. The court order closing the action is contingent on the company confirming the dissemination of this information to the putative class.
Names Mentioned: - Traeger, Inc. - AEA Investors Fund VI LP - AEA TGP Holdco LP - 2594868 Ontario Limited - TCP Traeger Holdings SPV LLC - Bruce Taylor - Raul Alvarez - Dominic Blosil
Lightstone Value Plus REIT II, Inc. held its annual meeting of stockholders on December 9, 2024. At this meeting, approximately 53.8% of the total number of shares entitled to vote were represented. The stockholders voted on the election of three directors to the board to serve until the 2025 annual meeting. The results were as follows: David Lichtenstein received 7,596,723 votes for and 1,082,729 votes against/withheld; George R. Whittemore received 7,627,807 votes for and 1,051,644 against/withheld; Yehuda “Judah” L. Angster received 7,592,490 votes for and 1,086,961 against/withheld.
All director nominees were elected.
Freight Technologies, Inc. reported that their 2024 Annual General Meeting scheduled for December 12, 2024, in Monterrey, Mexico, was adjourned due to the lack of quorum, with only approximately 44.67% of the votes present. As stipulated in the company's amended and restated memorandum and articles of association, at least 50% is required. The meeting will reconvene on December 13, 2024, at the same location, where a one-third presence will suffice for a quorum. Proxies received will remain valid, and shareholders listed as of October 24, 2024, are entitled to attend and vote.
Names mentioned: - Freight Technologies, Inc. - Javier Selgas (Chief Executive Officer)
Saker Aviation Services, Inc. announced that Samuel Goldstein has left his positions as President, Chief Executive Officer, Treasurer, Secretary, and Director of the company effective December 6, 2024. His departure is not related to any disagreements regarding the company's operations, policies, or practices. On the same date, William Wachtel, aged 70, was appointed as the new President, Chief Executive Officer, Treasurer, Secretary, and Chairman of the Board, a position he has been re-elected to since October 27, 2011. Previously, he was Chairman from March 31, 2005, until April 8, 2009. Mr. Wachtel is a managing partner of Wachtel Missry LLP and a co-founder of the Drum Major Institute. There are no family connections or arrangements concerning his appointment between Mr. Wachtel and other company officers, nor is there any transaction of significance involving Mr. Wachtel that would necessitate disclosure.
Notable Names: - Saker Aviation Services, Inc. - Samuel Goldstein - William Wachtel - Wachtel Missry LLP - Drum Major Institute
Freedom Holdings, Inc. announced it entered into an Agreement and Plan of Merger with The Awareness Group, LLC and The Awareness Group, Inc. (together, "TAG"), making TAG a wholly-owned subsidiary following a reverse merger. As part of the merger, Pablo Diaz received 10 million shares of Series A Preferred Stock, becoming the controlling shareholder and sole director. Other pre-merger shareholders received a total of 10 million shares of Series B Preferred Stock. Concurrently, there were unregistered equity sales, relevant personnel changes, and resignations, including the appointment of Diaz as CEO and Chairman, Nadia Conn as CFO, and other executive positions.
Names Listed: Freedom Holdings, Inc., The Awareness Group, LLC, The Awareness Group, Inc., TAG, Pablo Diaz, Mary Kistler, Florence Mellone, Nadia Conn, Steve Park, Frank Moreno, Marco Rubin, Brooks Holcomb, Brian Odle, John E. Vivian, Robin Wright.
US Nuclear Corp has reported that Michael Pope, who was appointed as a director of the company on October 6, 2023, has become incommunicado and non-responsive since his appointment, making it difficult to carry out Board Actions. Consequently, on December 9, 2024, the Board voted to revoke Mr. Pope's board membership until he re-establishes communication with Robert Goldstein, the Chairman of the Board.
Proper names mentioned: - US Nuclear Corp - Michael Pope - Robert Goldstein
Archer Aviation Inc. has entered into subscription agreements with certain accredited investors, agreeing to sell 63,909,776 shares of its Class A common stock at $6.65 per share, in a private placement aiming to close on December 13, 2024, subject to customary closing conditions. In addition, Archer and Stellantis N.V. have agreed to a private placement of 751,879 shares at the same price per share, with closing contingent on stockholder approval expected at the 2025 Annual Meeting. The estimated gross proceeds from these transactions are approximately $430 million, which will be used for the joint development of a defense aircraft with Anduril Industries Inc. and other general corporate purposes.
Lock-up agreements prevent the company’s executive officers and directors from selling their shares for 60 days post-subscription agreement effectiveness and 30 days post-Registration Statement effectiveness. Separate Registration Rights Agreements were made for the resale registration of the private placement shares with further stipulated terms on filing and effectiveness of the related registration statements. These financial activities have not been registered under the Securities Act, relying on specific exemptions for accredited investors and are not intended for a public offering.
Furthermore, Archer Aviation Inc. announced a strategic partnership with Anduril to jointly develop a next-generation vertical take-off and landing (VTOL) aircraft for military applications with an exclusive collaboration extending through May 2026.
Proper Names Mentioned: - Archer Aviation Inc. - Stellantis N.V. - Anduril Industries Inc.
AI Unlimited Group, Inc. has announced that on December 4, 2024, the company entered into an Addendum to a Share Purchase Agreement with Nest Egg Investments, LLC, and two individuals, Xiaoqiang Ji and Zhi Lu. According to the Addendum, the company acquired 100% equity interest in BeyondTrade Securities Inc. Nest Egg had paid $108,000 under the original agreement. Additionally, AI Unlimited Group, Inc. issued 700,000 shares of its common stock to the sellers as part of the transaction.
Names mentioned: - AI Unlimited Group, Inc. - Nest Egg Investments, LLC - BeyondTrade Securities Inc. - Xiaoqiang Ji - Zhi Lu - Trent McKendrick (CEO of AI Unlimited Group, Inc.)
Dana Incorporated has announced the appointment of Nora E. LaFreniere to its Board of Directors, effective immediately as of December 10, 2024. LaFreniere is currently serving as the Executive Vice President and General Counsel of Otis Worldwide Corporation. She was previously with United Technologies Corporation, holding several leadership roles including Vice President and General Counsel for UTC Building & Industrial Systems and UTC Climate Controls & Security. LaFreniere, aged 53, has a Juris Doctor from the University of Notre Dame and a Bachelor of Arts in Political Science and Philosophy from the University of California, San Diego. She will receive the same compensation as other non-employee directors and will also serve on the Nominating and Corporate Governance Committee and the Technology and Sustainability Committee of Dana Incorporated. There are no disclosed relationships or transactions involving LaFreniere that would require reporting under SEC regulations.
Names mentioned: - Dana Incorporated - Nora E. LaFreniere - Otis Worldwide Corporation - United Technologies Corporation (UTC)
Creative Media & Community Trust Corporation has entered into a material definitive agreement involving a first lien mortgage loan of up to $92.2 million with Deutsche Bank AG, New York Branch on December 6, 2024. This loan is secured by the Sheraton Grand Sacramento, a full-scale hotel, and an adjacent parking garage, both properties of the borrowers who are subsidiaries of the company. Part of this loan has been used to pay down existing debt, fund renovations, and cover related fees and expenses. The loan is interest-only, with a floating rate, and terms allowing for prepayment under certain conditions. Additionally, the company provided guarantees for non-recourse events, environmental indemnities, and renovation completion.
List of proper names: - Creative Media & Community Trust Corporation - Deutsche Bank AG, New York Branch - CIM/J Street Hotel Sacramento Owner, LLC - CIM/J Street Hotel Sacramento ML, LLC - CIM/J Street Garage Sacramento Owner, LLC - JPMorgan Chase Bank, N.A. - Sheraton Grand Sacramento
ProPetro Holding Corp. has announced the launch of its ProPWRSM power generation business and has placed an order for approximately 110 megawatts of mobile natural gas-fueled power generation equipment, costing around $122 million. This investment will be funded through cash, up to $20 million, and debt financing, with cash investment expected early in 2025 and deliveries starting mid-2025. The new units are expected to be deployed between mid-2025 and early 2026.
Names: - ProPetro Holding Corp. - ProPWRSM - ProPetro Energy Solutions, LLC (PES) - David S. Schorlemer (Chief Financial Officer)
Natural Alternatives International, Inc. held its Annual Meeting of Stockholders on December 6, 2024. During the meeting, two Class I directors were elected to serve until the next annual meeting for Class I directors. Guru Ramanathan received 3,144,668 votes in favor and 547,647 withheld, with 1,237,675 broker non-votes. Mark A. LeDoux received 3,282,438 votes in favor and 409,877 withheld, with the same number of broker non-votes. Additionally, the selection of Haskell & White LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2025, was ratified with 4,468,314 votes for, 447,551 abstentions, and 14,125 against.
Names mentioned: - Natural Alternatives International, Inc. - Guru Ramanathan - Mark A. LeDoux - Haskell & White LLP - Michael E. Fortin
Patriot National Bancorp, Inc., the parent company of Patriot Bank, N.A., is undergoing an evaluation process aimed at maximizing shareholder value by exploring various strategic initiatives. This includes possibilities such as raising capital, forming strategic partnerships, selling, or merging. The company is working with investment banking firm Performance Trust Capital Partners, LLC for this exploration. There has been no decision made about engaging in a transaction yet, and there's no certainty that any transaction will occur. Until a decision is made, the bank will keep focusing on its non-interest income businesses. The bank aims to continue serving its customers while considering a potential capital infusion or strategic partnership to foster asset and loan growth.
Names Mentioned:
Capstone Companies, Inc. has announced the voluntary resignations of Jeffrey Postal and George Wolf from their positions as directors. Postal also stepped down from the Audit Committee and Nomination and Compensation Committee. Their resignations, effective December 6, 2024, were not due to disagreements with the company and were intended to create vacancies for future appointments. Coppermine Ventures, LLC, which has the right to nominate two directors as per an agreement, has had one nominee appointed to the board.
The company currently lacks revenue-generating operations and is seeking new directors to assist with developing or acquiring a new business line. However, there are no pending nominations or guarantees that new directors will be successful in these endeavors. The challenges of being a public shell and penny stock company make recruitment difficult.
Additionally, Alexander Jacobs has been appointed as Chief Executive Officer and a director of Capstone Companies, Inc. as per a press release dated December 10, 2024. This appointment was previously disclosed.
Names mentioned: - Capstone Companies, Inc. - Jeffrey Postal - George Wolf - Coppermine Ventures, LLC (CVen) - Alexander Jacobs - Stewart Wallach (Capstone Companies, Inc. Chief Executive Officer)
G-III Apparel Group, Ltd. has announced their financial results for the third fiscal quarter ending on October 31, 2024, with the information released in a press release on December 10, 2024. The documents associated with this announcement are not intended for legal use in any filings except when explicitly noted.
Names: - G-III Apparel Group, Ltd. - Neal S. Nackman (Chief Financial Officer)
Cumberland Pharmaceuticals Inc. has announced the FDA approval of a supplemental New Drug Application for its product Acetadote®. The approval pertains to a new dosing regimen that simplifies its administration by combining the first two doses into a single infusion. Acetadote is used intravenously to prevent or reduce liver damage from an overdose of acetaminophen.
Achieve Life Sciences, Inc. has announced the appointment of Mark K. Oki as the new Chief Financial Officer, effective as of December 5, 2024. Mr. Oki's previous experience includes serving as CFO for Aytu Biopharma, Inc., Vivus LLC, and Alexza Pharmaceuticals, Inc., with earlier roles at Pharmacyclics, Inc. and Incyte Genomics, Inc., and beginning his career at Deloitte & Touche, LLP. His employment agreement with Achieve Life Sciences includes an initial annual base salary of $450,000, eligibility for a discretionary annual bonus, equity incentives, severance provisions, and healthcare benefits. There are no familial or material transactional relationships between Mr. Oki and the company's executives or directors.
HSBC USA Inc. has announced that as a part of its ongoing efforts to simplify its organizational structure, the next stage of reorganization has been completed. This restructuring will take effect starting January 1, 2025. Additionally, Lisa McGeough has been appointed to serve as the Chief Executive Officer of the company beginning with the effective date of the reorganization.
Names: - HSBC Holdings plc - HSBC USA Inc. - Lisa McGeough - Curtis Tao
Nuveen Churchill Private Credit Fund held a virtual special meeting of shareholders on December 5, 2024. Shareholders considered and voted on two proposals. The first was to adopt the Purchase and Sale Agreement with Nuveen Churchill Private Capital Income Fund, and the second was to authorize the Board of Trustees to withdraw the Fund's election to be regulated as a business development company. Both proposals were unanimously approved by the shareholders. All 8,400,040 votes were in favor of each proposal.
IonQ, Inc. has announced amendments to their Executive Severance Plan and to each of their outstanding Performance Based Award Agreements. The changes to the Severance Plan exclude terminations following a Change in Control Period as Covered Terminations, and adjust benefits for eligible executives in the event of Covered Terminations prior to a Change in Control. Specifically, eligible executives may receive their target annual bonus, a pro-rated target annual bonus for the year of the termination, and acceleration of unvested time-based equity awards. The plan was also updated to specify that a mere change in corporate structure, reporting relationships, or title after a Change in Control does not constitute Good Reason for termination, except for the CEO; plus, the requirement for executives to move their primary work location now allows for the option to work from home.
For Performance Based Award Agreements, amendments include provisions on how performance stock units will vest in cases of involuntary termination around the time of a Change in Control, with a focus on target numbers or projected performance. Moreover, the definition of Good Reason in these agreements now aligns with that of the Severance Plan.
The amendments took effect on December 3, 2024.
Proper names mentioned: - IonQ, Inc. - Executive Severance Plan - Performance Based Award Agreements
Stemtech Corporation has signed a non-binding Letter of Intent (LOI) for a proposed Reverse Takeover (RTO) with Eevia Health Plc, a Finnish producer of organic plant extracts and nutraceuticals listed on the Swedish Spotlight Stock Market under the symbol "EEVIA". Under the RTO, Eevia will acquire the assets of Stemtech and Seacret Direct, LLC, also known as Viago. The resulting ownership will consist of approximately 85% Stemtech and 15% Eevia shareholders. Final terms are subject to due diligence and negotiation.
Additionally, Stemtech intends to execute a merger with Viago, making it a wholly owned subsidiary, with plans for certain management changes and rebranding into a public holding company with separate subsidiaries. This merger is subject to various conditions including financial audits, stockholder approvals, and the right to terminate under certain customary conditions by June 25, 2025. Names mentioned include Eevia Health Plc, Seacret Direct, LLC / Viago, Izhak Ben Shabbat, John W. Meyer, and Eddie Head.
Moody National REIT II, Inc. announced on November 27, 2024, that they have entered into a Purchase and Sale Agreement with Reade Hotel Capital LLC to sell their rights and interests in the Nashville Embassy Suites hotel located at 1811 Broadway, Nashville, TN, for $57,500,000. The closing of this sale is expected by February 13, 2025, if all terms and conditions are met. However, there is no certainty that the sale will be completed as described or even at all.
Names mentioned: - Moody National REIT II, Inc. - Reade Hotel Capital LLC - Nashville Embassy Suites - Brett C. Moody
Insight Acquisition Corp. has amended its certificate of incorporation, extending the deadline to complete an initial business combination from December 7, 2024, to March 7, 2025. This decision was approved by stockholders at the Special Meeting held on December 6, 2024, with over 75% of outstanding shares in favor. Additionally, at the Special Meeting, one share was tendered for redemption. Insight Acquisition Corp.'s securities are registered on The Nasdaq Stock Market LLC, with units (INAQU), Class A common stock (INAQ), and redeemable warrants (INAQW).
Names and Designations: - Michael Singer: Executive Chairman and Chief Executive Officer - Insight Acquisition Corp.: Company with amended certificate of incorporation - The Nasdaq Stock Market LLC: Exchange where the company's securities are registered - INAQU, INAQ, INAQW: Trading symbols for the company's securities
Columbia Seligman Premium Technology Growth Fund, Inc. has furnished a press release dated December 6, 2024, as an exhibit to its corporate filings. The press release, labeled Exhibit 99.1, is mentioned in two sections of the document, indicating a regulation disclosure and the inclusion of financial statements and exhibits.
Names: - Columbia Seligman Premium Technology Growth Fund, Inc. - Joseph D’Alessandro (Assistant Secretary)
System Energy Resources, Inc. has finalized the sale of $300,000,000 in First Mortgage Bonds, which have a 5.30% interest rate and are due December 15, 2034. The bonds are secured by both a Mortgage and Deed of Trust and the Forty-second Assignment of Availability Agreement between System Energy Resources, Inc., Entergy Arkansas, LLC, Entergy Louisiana, LLC, Entergy Mississippi, LLC, Entergy New Orleans, LLC, and The Bank of New York Mellon as Trustee. The sale completed on December 6, 2024. The company provided several legal opinions and consents regarding the bonds, from firms including Morgan, Lewis & Bockius LLP, Wise Carter Child & Caraway, Professional Association, and Friday, Eldredge & Clark, LLP. The bond sale details were registered under the Securities Act of 1933.
Energy Services of America Corporation has completed the acquisition of Tribute Contracting & Consultants, LLC, an underground utility contractor based in Ohio. The purchase, made by Energy Services’ new subsidiary, Tribute Acquisition Company, Inc., involved a $22.0 million cash payment and $2.0 million in common stock. The cash portion was funded partly by a $16.0 million loan from United Bank, West Virginia. Todd Harrah and Tommy Enyart, the sellers from Tribute, will continue their employment with the new subsidiary and received 67,386 shares of stock each.
People: - Todd Harrah - Tommy Enyart - Charles Crimmel
Entities: - Energy Services of America Corporation - Tribute Contracting & Consultants, LLC - Tribute Acquisition Company, Inc. - United Bank, West Virginia
Public Service Company of Oklahoma has entered into an agreement with BMO Capital Markets Corp, CIBC World Markets Corp., Credit Agricole Securities (USA) Inc., and Wells Fargo Securities, LLC, acting as underwriters. Together, they will offer and sell $600,000,000 of 5.20% Senior Notes, Series M, due in 2035.
Names mentioned: - Public Service Company of Oklahoma - BMO Capital Markets Corp. - CIBC World Markets Corp. - Credit Agricole Securities (USA) Inc. - Wells Fargo Securities, LLC - The Bank of New York Mellon Trust Company, N.A. - William E. Johnson
Altair International Corp. has amended its merger agreement with Premier Air Charter, Inc., its subsidiary Premier Air Charter Merger Sub, Inc., and TIPP Aviation, LLC, the sole shareholder of Premier. The modification extends the deadline for completing the merger from November 31, 2024, to January 31, 2025, and increases the maximum number of shares after the merger from 270 million to 280 million. No other changes were made to the original merger agreement.
Names mentioned: - Altair International Corp. - Premier Air Charter, Inc. - Premier Air Charter Merger Sub, Inc. - TIPP Aviation, LLC - Leonard Lovallo (President and CEO of Altair International Corp.)
Scepter Holdings, Inc. announced it has signed a Letter of Intent to acquire Matchpoint Connection, LLC, which will become a fully owned subsidiary upon completion of the transaction. The existing management team of Matchpoint, led by CEO Brian Oliver, will continue operating the business. Matchpoint is a platform in the Name, Image, and Likeness (NIL) market, providing athlete-brand connection services while ensuring compliance with NIL regulations. Scepter aims to strengthen its role in the NIL and athlete endorsement markets by complementing its AdaptAI software and sees the acquisition as transformative for its sports management portfolio. The transaction is expected to close by the end of 2024, subject to specific conditions and finalized purchase agreements.
Veeco Instruments Inc. has announced that following the U.S. Department of Commerce’s Bureau of Industry and Security's release of the new interim final rules on December 2, 2024, which have added certain companies to the U.S. Entity List and regulate exports to China-based customers, they believe these new rules will not materially impact their business in China. This information is not considered “filed” under the Securities Exchange Act of 1934 and shall not be incorporated by reference into any filing under the Securities Act of 1933.
TechTarget, Inc. has completed a series of transactions resulting from an agreement with Informa PLC, and affiliated companies. Specifically, TechTarget acquired all digital businesses of Informa's Tech division by issuing 41,651,366 common shares and $350 million in cash. The firms also entered various agreements, including stockholders, registration rights, tax matters, transitional services, data sharing, brand license, and commercial cooperation agreements.
Furthermore, TechTarget has secured a $250 million credit facility from Informa Group Holdings with provisions for incremental commitments. The terms for the senior notes are adjusted to accommodate the transaction, providing holders with rights to convert their notes or have them repurchased by the company.
TechTarget's common stock under symbol "TTGT" will continue to trade on the Nasdaq Global Select Market. The issuance of stock, transaction details, and associated agreements detailed in this summary are subject to further terms and conditions outlined in documents incorporated by reference.
Proper Names Mentioned: - TechTarget, Inc. - Informa PLC - Informa US Holdings Limited - Informa LLC - Informa Intrepid Holdings Inc. - Toro CombineCo, Inc. (now TechTarget, Inc.) - Toro Acquisition Sub, LLC - U.S. Bank Trust Company, National Association - Informa Group Holdings Limited - TechTarget Holdings Inc. (formerly known as TechTarget, Inc.) - Informa Group Limited - Informa Support Services, Inc.
Box, Inc. has announced its financial results for the third quarter, which ended on October 31, 2024. Along with the release of their results, the company will host a conference call on December 3, 2024, to discuss the financial outcomes for the fiscal quarter. Full details of the press release are encapsulated in Exhibit 99.1 of the same announcement. Notably, the release of this financial information is not intended for official filing as a legal record for purposes of Section 18 of the Exchange Act, and won't be incorporated by reference in any other legal filings, unless explicitly stated.
Oak Woods Acquisition Corporation has reported an extension to complete its initial business combination until March 28, 2025. This change comes after a shareholder vote at the Extraordinary General Meeting on September 26, 2024. The company may use up to six one-month extensions if the sponsor deposits $172,500 into the trust account for each period. As of November 28, 2024, the third one-month extension is in effect until December 28, 2024.
CEA Industries Inc. has announced its intention to acquire a leading specialty retailer and manufacturer, known as "the Target." The Target has over 30 retail locations and a portfolio of trademarks and intellectual property. CEA Industries plans to use its strong balance sheet to expand the Target's retail presence and grow its manufacturing of house brand and white-label products. A non-binding letter of intent has been signed with a definitive agreement expected before the end of the year, and the completion of the acquisition targeted for the first quarter of 2025. The acquisition terms include cash, common shares of CEA Industries, and debt, with the transaction subject to ongoing evaluation, due diligence, regulatory compliance, finalization of audited statements, negotiations on final acquisition terms, and various pre-closing conditions. The company has issued a press release regarding the potential acquisition.
Names mentioned: - CEA Industries Inc. - Anthony K. McDonald
VIZIO Holding Corp. has completed a merger with Walmart Inc. and its subsidiary Vista Acquisition Corp., making VIZIO a wholly owned subsidiary of Walmart as of December 3, 2024. Shareholders of VIZIO’s Common Stock received $11.50 per share in cash. Vested options and restricted stock units of VIZIO were also cashed out. VIZIO has notified the New York Stock Exchange to suspend trading and delist its Class A Common Stock, with intentions to terminate its registration and reporting obligations under the Exchange Act. KPMG LLP has been dismissed as the independent accounting firm, with no disagreements on accounting matters, except a reported material weakness in 2022 that was resolved by 2023. The post-merger company control resulted in VIZIO directors resigning, with Seth Dallaire elected as the sole director. VIZIO's certificate of incorporation and bylaws have been amended and restated.
Proper Names for Clarity: - VIZIO Holding Corp. - Walmart Inc. - Vista Acquisition Corp. - KPMG LLP - Seth Dallaire - William Wang - David Russell - John Burbank - Julia Gouw - Vicky L. Free - Michael Mohan - New York Stock Exchange (NYSE)
PetMed Express, Inc. has announced the adoption of a rights agreement dated December 3, 2024. They are issuing one right for each share of common stock to shareholders recorded on December 16, 2024. The rights serve as a measure to deter entities or persons from obtaining a significant or controlling interest in the company without offering a fair premium to all shareholders or allowing the board to make an informed decision. Holders of these rights, after a triggering event, will be able to purchase preferred stock at $27.00 per right, subject to terms. Furthermore, the company has filed Articles of Amendment designating rights, preferences, and privileges of a new series of preferred stock in connection with the rights agreement. Also, the issuance of a press release relating to these corporate actions was disclosed.
Noteworthy Information: - Rights plan is not an attempt to prevent business combinations approved by the board. - Beneficial ownership of 12.5% or more without board approval triggers dilutive effect from the rights. - Rights are not exercisable prior to a certain date and become void if held by an Acquiring Person post-triggering event. - Rights expire on December 2, 2025, unless redeemed or exchanged prior.
Names: - PetMed Express, Inc. - Continental Stock Transfer & Trust Company (rights agent) - Sandra Campos (Chief Executive Officer and President)
Lisata Therapeutics, Inc. has entered into a material definitive agreement with Kuva Labs, Inc., a subsidiary of Mi2 Holdings, LLC, on November 30, 2024. Through this agreement, Lisata has granted Kuva an exclusive license for the development and commercialization of certepetide worldwide. Kuva is responsible for the product's research, development, and commercialization costs, while Lisata will supply certepetide for clinical and commercial use upon regulatory approval. Kuva has agreed to pay $1 million upfront, development milestones up to $1.5 million, commercial milestones up to $17.5 million, and a 5% royalty on net sales, with certain reductions applicable. Each party has rights to terminate the agreement under specific conditions.
Names for clarity: - Lisata Therapeutics, Inc. - Kuva Labs, Inc. - Mi2 Holdings, LLC - Sanford Burnham Prebys Medical Discovery Institute (SBP) - David J. Mazzo, PhD (President and Chief Executive Officer of Lisata Therapeutics, Inc.)
Dakota Gold Corp. has announced, on December 3, 2024, certain project updates through a press release. Additionally, the company reported that it has raised approximately $29.5 million in gross proceeds from the sale of shares under its Equity Distribution Agreement with BMO Capital Markets Corp. and Canaccord Genuity LLC. Dakota Gold Corp. plans to increase the amount of common stock available for sale under the agreement to $50 million around December 12, 2024.
Company Mentioned: - Dakota Gold Corp. - BMO Capital Markets Corp. - Canaccord Genuity LLC
Individual Mentioned: - Shawn Campbell (Chief Financial Officer)
BlackRock, Inc. has entered into a definitive agreement to acquire all of the business and assets of HPS Investment Partners. The deal involves approximately 12.1 million units of a wholly-owned subsidiary of BlackRock, exchangeable into shares of BlackRock's common stock on a 1:1 basis. This includes around 9.2 million units to be paid at closing and 2.9 million units to be paid after five years, subject to certain conditions. Additional consideration of up to 1.6 million units may be based on financial performance milestones after about five years. Up to $675 million will fund an equity retention pool for HPS employees. The maximum potential common stock issuable from this transaction is approximately 13.7 million shares. Closing conditions include necessary regulatory approvals, and the expected closure is in mid-2025. Scott Kapnick is planned to join BlackRock's board as a non-voting observer after closing.
Proper Names: - BlackRock, Inc. - HPS Investment Partners - Scott Kapnick
KKR Enhanced US Direct Lending Fund-L Inc. has announced a dividend of $14.25 per share on its common shares, which is scheduled to be paid to shareholders of record as of November 29, 2024, on or about December 31, 2024.
Names in the filing: - KKR Enhanced US Direct Lending Fund-L Inc. - Thomas Murphy (Chief Financial Officer)
Multi Solutions II, Inc. has announced that its Board of Directors passed resolutions to voluntarily liquidate and dissolve the company on October 11, 2024, according to a Plan of Liquidation and Dissolution. The majority of the company’s common stock shareholders consented to this plan on October 16, 2024. The Articles of Dissolution will be filed with the Florida Department of State on December 2, 2024, which will also be the effective date of dissolution. Consequently, the company's stock transfer records will close on this date. Additionally, the company will soon thereafter deregister its common stock with the SEC. Multi Solutions II, Inc. intends to settle its liabilities and distribute assets to shareholders as part of the dissolution process. A press release on the dissolution was issued on December 2, 2024.
Names Listed: - Multi Solutions II, Inc. - Lindsay Shain - Jason Melling
Marvell Technology, Inc. has announced an expansion of its strategic collaboration with Amazon Web Services (AWS), also known as the Customer. This expansion includes a Warrant and Transaction Agreement that has Marvell issuing a warrant for AWS to potentially acquire up to 4,180,683 shares of Marvell's common stock. These shares are linked to AWS's purchase of Marvell products through January 5, 2030, including about 2.7 million shares for custom AI products and 1.2 million shares for other products. The Warrant can be exercised at any time before December 2, 2031, with an exercise price of $87.7706 per share, subject to terms including customary anti-dilution adjustments. The warrant and shares have not been registered under the Securities Act but are issued under an exemption.
List of proper names: - Marvell Technology, Inc. - Amazon Web Services (AWS) - Mark Casper (EVP, Chief Legal Officer and Secretary of Marvell Technology, Inc.)
APPLife Digital Solutions, Inc. has announced the termination of their binding letter of intent with Silver Bear Sports Entertainment and Gaming. The reason provided for this termination is Silver Bear's failure to supply sufficient due diligence and essential information as required. Additionally, the company included a forward-looking statement in their press release, which specifies that the statements are not guaranteed and are subject to risks and uncertainties that could cause actual results to differ materially.
PG&E Corporation announced that Patricia K. Poppe, CEO, has agreed to extend the term of her original offer letter until January 4, 2031. Her compensation will continue to be reviewed annually. Additionally, PG&E declared a fourth-quarter dividend of $0.025 per share, payable on January 15, 2025, to shareholders of record by December 31, 2024. The company plans consistent dividend growth, targeting a payout ratio of around 20% of non-GAAP core earnings per share by 2028. PG&E affirmed its earnings guidance: non-GAAP Core EPS of $1.34-$1.37 for 2024, $1.47-$1.51 for 2025, and at least a 9% growth each year from 2026 through 2028.
Names Mentioned: - PG&E Corporation - Patricia K. Poppe - John R. Simon - Brian M. Wong