US Merger & Acquisition SEC Filings — October 06, 2026

06-10-2026

Adia Med, Inc. (ADIA) completed the sale of a 30% membership interest in its subsidiary Adia Labs LLC to Live Oak Health LLC (QCM Biologics) for $1.5M on September 30, 2026. The deal includes $1M in cash and a $500K promissory note, and grants the buyer an option to purchase an additional 10% for $500K. While Adia retains 70% economic ownership, voting power is split 50/50 between the parties, creating a governance deadlock risk.

• · The promissory note is secured by a first-priority pledge of the Purchased Units until paid in full.
• · The Option to purchase up to 10 additional units expires on September 30, 2028.
• · If the Option is exercised in full, Adia would own 60% and Buyer 40% of the units, but voting power remains 50/50.
• · Deadlock resolution requires mediation in Seminole County, Florida; if mediation fails within 30 days, either member may pursue a buy-sell remedy.
• · Neither member may dissolve the Labs Company solely because of deadlock without a court order or written agreement.
• · The Labs Company has a first right of refusal on any proposed transfer of units to a third party.
• · Quarterly distributions: after expenses, taxes, and a 10% reserve, 90% of remaining cash is distributed pro rata to members within 30 days after quarter-end.
• · The Purchase Agreement is governed by Florida law, except Nevada law governs Adia's internal corporate affairs; venue is in Seminole County, Florida or Middle District of Florida.
• · The Purchased Units and option units are restricted and not registered under the Securities Act of 1933.

06-10-2026

IES Holdings completed the acquisition of DBM Global for approximately $691 million, funded with cash and stock, establishing a new Structural line of business. DBM Global generated about $1.5 billion in revenue for the twelve months ended June 30, 2026, and adds approximately 4,000 employees. The transaction is IES's largest acquisition to date and is expected to generate substantial cash flow to repay acquisition-related borrowings.

• · IES acquired 100% of DBM Global common stock, including ~91.2% held by INNOVATE Corp.
• · The stock split (two-for-one) was effected on August 21, 2026, and share count was adjusted accordingly.
• · Cash consideration includes $35M payment to INNOVATE for joint Section 338(h)(10) election.
• · DBM Global operates brands including Schuff Steel, Banker Steel, GrayWolf, DBM Vircon, and Aitken.
• · DBM Global has more than 2 million square feet of fabrication and operating facilities across the U.S.
• · IES expects substantial cash flow from both IES and DBM Global to rapidly repay acquisition-related borrowings.

06-10-2026

Acura Pharmaceuticals, Inc. filed an 8-K to amend the loan schedule to its Secured Promissory Note with Abuse Deterrent Pharma, LLC, increasing the aggregated principal from $2,319,279 to $11,294,279 as of October 2, 2026. The amendment reflects additional loans totaling $8,975,000 made between December 2022 and October 2026, including 16 new loans in 2026. This is a routine debt schedule update, not a merger or acquisition.

• · Loan #62 dated 6/24/2026 was $200,000, larger than the typical $100,000 loans.
• · Loan #63 dated 7/17/2026 was $200,000.
• · Loan #64 dated 8/14/2026 was $200,000.
• · Loan #65 dated 9/18/2026 was $100,000.
• · Loan #66 dated 10/02/2026 was $100,000.
• · The amendment was signed on October 6, 2026.

06-10-2026

Southern Cross Acquisition II Corp. announced that holders of its units may elect to separately trade the ordinary shares, warrants, and rights included in its units, commencing on or about October 8, 2026. The separate securities will trade on Nasdaq under the symbols SCAT, SCATW, and SCATR, while units not separated will continue to trade under SCATU. This is a routine operational update with no financial impact.

• · Separation of units to commence on or about October 8, 2026.
• · Ordinary shares, warrants, and rights will trade under symbols SCAT, SCATW, and SCATR respectively.
• · Units not separated will continue to trade under symbol SCATU.
• · Press release dated October 6, 2026 attached as Exhibit 99.1.

06-10-2026

Simulations Plus, Inc. (Nasdaq: SLP) announced the completion of its acquisition by affiliates of Altaris, LLC for $18.50 per share in cash, taking the company private. The transaction, originally announced on June 16, 2026, results in Simulations Plus being combined with Altaris portfolio company Chemical Computing Group (CCG) to create a broader drug development platform. Simulations Plus will continue to operate under its own name and brand within the combined organization.

• · Altaris manages $10 billion of equity capital and has invested in more than 50 healthcare companies since 2003.
• · The combined organization will span drug discovery, modeling, simulation, and development.
• · Simulations Plus common stock will no longer trade on the Nasdaq Global Select Market.

06-10-2026

Melar Acquisition Corp. I (MACIU) announced that the SEC has declared effective its S-4 registration statement for the proposed business combination with Everli Global Inc., an Italian e-grocery marketplace. The extraordinary general meeting to vote on the deal is set for October 22, 2026. Upon closing, the combined company is expected to trade on Nasdaq under the ticker 'EVRL'.

• · The Merger Agreement was entered into on July 30, 2025.
• · Record date for shareholder voting is September 28, 2026.
• · Everli was founded in 2014 and operates an asset-light, marketplace-based model in Italy.
• · The combined company will be named Everli Global Holdings Inc. and will trade under tickers EVRL (Class A common stock) and EVRLW (warrants).

06-10-2026

BeyondSpring Inc. completed the sale of its ownership interests in BeyondSpring Ltd. (including its subsidiaries Bulin and SEED Technology) and SEED Therapeutics Inc. to Biolin Investment Limited on September 30, 2026, in exchange for noncash consideration — a license to use data from the DUBLIN-4 clinical trial and the investor's commitment to fund the trial. The deconsolidation of the two disposal groups resulted in a preliminary estimated gain of $52.9M on the pro forma balance sheet, but the company recognized no value for the contingent consideration (future trial data and a clawback provision). Pro forma net loss from continuing operations attributable to BeyondSpring Inc. improved from $(3.1M) to $(3.7M) for the six months ended June 30, 2026, and from $(8.5M) to $(8.0M) for FY2025, reflecting the removal of the disposal groups' losses; however, the company still has no revenue and continues to report significant operating losses.

• · No cash consideration was received for the sale; consideration is entirely noncash (license to DUBLIN-4 data and funding commitment).
• · The contingent consideration (Bulin Data and Clawback) is accounted for under the gain-contingency model (ASC 450-30) and no value has been recognized in the pro forma financials.
• · If patient enrollment target is not met within 3 years, the investor must return a portion of equity interests; if shortfall is 90% or greater, 100% of equity must be returned.
• · The company retained approximately 29% voting power in SEED (via one common share and Series A-1 preferred shares) and the right to elect two directors, but no longer controls SEED.
• · Pro forma total assets decreased from $14.6M to $21.1M (increase due to equity investment remeasurement), while total liabilities dropped from $50.6M to $3.8M.
• · Pro forma shareholders' deficit improved from $(36.0M) to $17.3M (positive equity).
• · Revenue remains zero in all periods presented (as reported and pro forma).
• · The company waived approximately $3.7M in intercompany debt owed by a Bulin subsidiary before closing.

06-10-2026

Clarivate completed the sale of its Life Sciences & Healthcare segment to Altaris for $600 million, sharpening its focus on Academia & Government and Intellectual Property segments. Proceeds will be used to reduce debt and strengthen the balance sheet. The company will report Q3 2026 results on November 3, 2026, and update full-year 2026 guidance to reflect the divestiture.

• · Transaction was previously announced on July 6, 2026.
• · Clarivate will report Q3 2026 financial results on November 3, 2026.
• · Full year 2026 guidance will be updated to reflect the divestiture.
• · Proceeds intended to reduce debt and strengthen balance sheet.
• · Post-divestiture portfolio consists of Academia & Government and Intellectual Property segments.

06-10-2026

Oceanhawk Acquisition Corp. (OHAC), a SPAC, issued a $1,550,000 convertible promissory note to its sponsor, Oceanhawk Acquisition I Sponsor, LLC, dated September 30, 2026. The note is non-interest bearing and will mature upon the consummation of a business combination, at which point it will automatically convert into private placement units at $10.00 per unit, unless the sponsor elects cash. The note is unsecured and the sponsor waives any claims against the trust account, indicating funding for working capital while the SPAC seeks a merger target.

• · The note is non-interest bearing and cannot be prepaid before maturity.
• · The note automatically converts into private placement units, each consisting of one ordinary share and one right to receive one-quarter of an ordinary share.
• · The sponsor may elect to receive cash instead of conversion by providing notice at least two business days before closing.
• · The sponsor waives all claims against the trust account funds, and if no business combination occurs, the note will be repaid only from non-trust account funds.
• · The note is governed by New York law and includes standard events of default and remedies.

06-10-2026

UY Scuti Acquisition Corp. (UYSC) filed an 8-K disclosing a $450,000 deposit into its trust account to extend the deadline for its initial business combination with Isdera Group Limited (via Isdera, Inc. and Isdera Technology Limited) from October 1, 2026 to January 1, 2027. The deposit was funded by a loan from Isdera HK Limited, an affiliate of Isdera Group, and a promissory note will be issued. The filing also includes forward-looking statements and risk factors related to the pending merger, including regulatory approval risks and potential termination of the Merger Agreement.

• · The Merger Agreement was entered into on July 18, 2025, with Isdera Group Limited and Xinghui Automotive Technology (Hainan) Co., Ltd.
• · A joinder agreement was signed on September 22, 2026, making Isdera, Inc. and Isdera Technology Limited parties to the Merger Agreement.
• · The extension is the third three-month extension period, moving the deadline from October 1, 2026 to January 1, 2027.
• · The loan was provided by Isdera HK Limited, an affiliate of Isdera Group, and a promissory note will be issued.
• · The transaction is subject to regulatory approvals, including from PRC regulators, and other closing conditions.
• · The company is an emerging growth company and has elected not to use the extended transition period for new financial accounting standards.

06-10-2026

Calisa Acquisition Corp (ALISR) disclosed that on October 5, 2026, its merger target Goodvision AI Inc. issued a press release announcing two new collaboration agreements. The filing also includes an investor presentation regarding Goodvision and the proposed business combination. The merger, previously announced on March 6, 2026, remains subject to shareholder approval and other closing conditions, with a definitive proxy statement/prospectus already declared effective by the SEC on September 11, 2026.

• · The Business Combination Agreement was entered into on March 6, 2026.
• · The registration statement on Form S-4 (File No. 333-296926) was declared effective by the SEC on September 11, 2026.
• · The company's units trade under ALISU, ordinary shares under ALIS, and rights under ALISR on Nasdaq.
• · The company is an emerging growth company and has not elected to use the extended transition period for complying with new financial accounting standards.

06-10-2026

IB Acquisition Corp. received a Nasdaq Determination Letter on October 5, 2026, for failing to hold an annual meeting within 12 months of its fiscal year end, violating Listing Rule 5620(a). The company has 45 days to submit a compliance plan and up to 180 days (until March 29, 2027) to regain compliance. The delisting notice has no immediate effect on trading, but the company faces ongoing listing risk.

• · The violation is for failing to hold an annual meeting of shareholders within 12 months of fiscal year end.
• · The Determination Letter was received on October 5, 2026.
• · If Nasdaq accepts the plan, the company has until March 29, 2027, to regain compliance.
• · The company's common stock continues to trade under the symbol 'IBAC' on the Nasdaq Capital Market during the compliance period.

06-10-2026

QuasarEdge Acquisition Corp (QRED) filed an 8-K on October 6, 2026, disclosing the First Amendment to its merger agreement with Robseek Intelligence Inc. The amendment simplifies the capital structure by eliminating the Class A/Class B share structure of the Purchaser (Robseek Inc.) in favor of a single class of ordinary shares, and makes clarifying changes to rights conversion, lock-up provisions, and schedules. The transaction remains on track, with the lock-up period set at 180 days or earlier if the share price reaches $12.50 for 20 trading days within a 30-day period.

• · The amendment eliminates the Class A/Class B ordinary share structure of the Purchaser, replacing it with a single class of Purchaser Ordinary Shares.
• · Each Parent Right converts into one Purchaser Right at the SPAC Merger Effective Time; each Purchaser Right converts into one-fourth (1/4) of a Purchaser Ordinary Share at Closing, with fractional shares rounded down.
• · The lock-up period for Company shareholders is 180 days after Closing, or earlier if the Purchaser Ordinary Share price equals or exceeds $12.50 for 20 trading days within any 30-trading day period, commencing at least 90 days after Closing.
• · Robseek Intelligence Inc. has authorized share capital of $50,000 divided into 500,000,000 ordinary shares (par value $0.0001), with only 100 shares issued and outstanding as of the amendment date.
• · The amendment updates the Shareholders Allocation Schedule and Closing Payment Shares Schedule.

06-10-2026

Fog Cutter Holdings, LLC has acquired a 25.6% stake in Tavia Acquisition Corp. (TAVIR) by purchasing 2,243,333 ordinary shares and 249,107 private units from the prior sponsor for $250,000, becoming the new sponsor. The transaction closed on October 1, 2026, and triggered a management overhaul: Andrew Wiederhorn was appointed Chairman and CEO, Kenneth Kuick became CFO, while Kanat Mynzhanov and Askar Mametov resigned as officers and Mametov left the board. The new sponsor has also assumed responsibility for monthly trust account contributions of up to $60,000 to extend the business combination deadline to March 5, 2027.

• · The prior sponsor retained 1,500,000 ordinary shares and no private units after the sale.
• · Fog Cutter Holdings assumed obligations under the Registration Rights Agreement (Dec 3, 2024) and the Letter Agreement (Dec 3, 2024), excluding Sections 7 and 8.
• · The administrative services agreement between the SPAC and prior sponsor terminated at closing, with accrued fees waived by the prior sponsor.
• · The new sponsor must file a Form 8-K disclosing the transaction, management changes, and any potential target conflicts.
• · The SPAC's board determined the transaction increases the likelihood of consummating a business combination.

06-10-2026

On September 30, 2026, Bluerock Homes Trust, Inc. completed the sale of 75 single-family rental units (the Lubbock-75 portfolio) in Lubbock, Texas, for approximately $8.0 million, generating net proceeds of about $7.3 million. The sale is expected to reduce the company's net real estate investments by $7.8 million and lower annual rental revenue by roughly $652k for the six-month period. While the disposition improves liquidity by adding $7.3 million in cash, it also contributed to an accumulated deficit increase of $504k on a pro forma basis.

• · The sale reduced pro forma rental and other property revenues by $652k for the six months ended June 30, 2026.
• · Pro forma net loss improved by $139k (from -$19,256k to -$19,117k) for the same period.
• · Pro forma net loss per common share improved by $0.02 (from -$1.80 to -$1.78) for the six-month period.
• · No new debt was incurred or repaid as part of the transaction; mortgages payable remained unchanged at $421.9 million.
• · The company did not reflect reinvestment of net proceeds in the pro forma statements.

06-10-2026

Paramount Skydance Corp (now Skydance Corporation, NYSE: SKYD) completed its acquisition of Warner Bros. Discovery (WBD) on October 6, 2026, creating a combined global media and entertainment company named Skydance. WBD shareholders received $31.01666668 per share in cash, and WBD shares have ceased trading on NASDAQ. The combined company targets at least $6 billion in run-rate synergies within three years and expects to generate more than $10 billion in free cash flow by 2030, but faces significant integration risks and a high debt load with a net leverage target of 3.0x by end of 2029.

• · The Ellison Family holds the largest equity stake in Skydance and together with RedBird holds 100% of the combined company's voting shares (Class A Common Stock).
• · The transaction received unanimous approval from competition authorities in nearly 70 jurisdictions.
• · Skydance aims to reduce net leverage to 3.0x by end of 2029.
• · The combined company expects to generate more than $10 billion in free cash flow by 2030.
• · Pro forma content spend is more than $30 billion for the last twelve-month period.
• · The new equity investment of $47 billion was priced at $12.00 per share.

06-10-2026

BioLife Solutions, Inc. filed an Amended and Restated Certificate of Incorporation with the State of Delaware on October 6, 2026, in connection with the completion of an acquisition or disposition. The filing restates the company's governance structure, including authorized stock (1,000 shares of common stock at $0.001 par value), director liability protections, and indemnification provisions. The document was executed by CEO Roderick de Greef.

• · The filing is an Amended and Restated Certificate of Incorporation, indicating a structural change post-transaction.
• · Authorized capital is limited to 1,000 shares of common stock, suggesting a closely held or newly reorganized entity.
• · The registered agent is The Corporation Trust Company at 1209 Orange Street, Wilmington, Delaware.
• · Article VII limits director liability except for breach of loyalty, bad faith, intentional misconduct, or improper personal benefit.
• · Article VIII provides broad indemnification rights for directors, officers, employees, and agents, including advancement of expenses.

06-10-2026

Repligen Corporation (RGEN) completed its acquisition of BioLife Solutions, Inc. (BLFS), a cell processing tools and services provider for the cell and gene therapy market. BioLife stockholders received $11.25 per share in cash and 0.1442 shares of Repligen common stock. The acquisition expands Repligen's presence in the cell therapy market with BioLife's high-margin consumables business, including its CryoStor® biopreservation media portfolio that supports 18 commercially approved therapies and the majority of U.S. cell-based therapy trials.

• · BioLife's products are deeply embedded in the cell therapy workflow and highly complementary to Repligen's existing offering.
• · BioLife will benefit from Repligen's broader global reach, including Asia Pacific.
• · Repligen intends to provide additional detail regarding the transaction's expected impact on 2026 financial outlook in the upcoming Q3 2026 earnings call.
• · Advisors: Perella Weinberg Partners LP and Goldman Sachs & Co. LLC (financial) and Goodwin Procter LLP (legal) to Repligen; Centerview Partners, LLC (financial) and K&L Gates LLP (legal) to BioLife.

06-10-2026

Pyrophyte Acquisition Corp. filed an 8-K on October 6, 2026, disclosing that its sponsor deposited the fourth monthly extension amount of $100,000 into the trust account on October 2, 2026, as part of the previously approved extension of the deadline to complete its initial business combination from April 29, 2026 to April 29, 2027. The filing confirms the company remains in its extended period to find a target, with no business combination announced yet.

• · The extension was approved at an extraordinary general meeting (EGM) held on April 28, 2026.
• · The extension period runs from April 29, 2026 to April 29, 2027.
• · The sponsor agreed to deposit $100,000 monthly into the trust account for the duration of the extension.
• · The deposit on October 2, 2026 covers the fourth month of the extension period.

06-10-2026

Chaince Digital Holdings Inc. entered into a Subscription Agreement with Sentinel Strategic Holdings LP on October 1, 2026, committing US$20.0 million for a Class A Limited Partnership Interest. The full capital commitment was funded on October 5, 2026, following a drawdown notice. This represents a strategic investment, though no financial returns or performance metrics were disclosed.

• · Subscription Agreement dated October 1, 2026
• · Capital commitment funded in full on October 5, 2026
• · Exhibit 10.1 filed with the 8-K
• · Incorporated by reference into Form F-3 (Registration No. 333-287428)

06-10-2026

Conduent completed the sale of its Public Transit business to Modaxo for a base purchase price of $164 million, advancing its strategy to simplify its portfolio and sharpen focus on core Commercial and Government segments. The company also plans to exit its Transportation segment entirely upon the anticipated closing of its Tolling business sale to Quarterhill Inc. by end of 2026. While the divestiture strengthens Conduent's financial foundation and portfolio focus, it represents a reduction in scale and exit from a major operating segment.

• · The sale agreement was initially announced on May 21, 2026.
• · The Public Transit Business includes operations across North America, Europe, Australia, the Middle East and Latin America.
• · The Tolling business sale to Quarterhill Inc. was announced in June 2026 and is expected to close before the end of 2026.
• · Upon completion of the Tolling transaction, Conduent will operate solely across its Commercial and Government segments, having fully exited the Transportation segment.

06-10-2026

Brandywine Realty Trust completed the disposition of its 3151 Market Street office property in Philadelphia for $240.0 million, generating net proceeds of approximately $233.7 million. The sale, which closed on September 30, 2026, resulted in a pro forma net loss attributable to common shareholders of $74.7 million for the six months ended June 30, 2026, compared to a historical net loss of $80.6 million, reflecting a $5.9 million improvement. However, for the full year 2025, the pro forma net loss widened to $203.3 million from a historical loss of $179.5 million, driven by a $23.6 million impairment provision and a $6.3 million loss on early extinguishment of debt.

• · The property was a 441,000 square foot office building with 70 parking spaces.
• · The C-PACE loan of $57.3 million was repaid as a condition of the sale, resulting in a $6.3 million loss on early extinguishment of debt.
• · The pro forma impairment provision of $23.6 million was recorded as if the disposition occurred on January 1, 2025.
• · For the six months ended June 30, 2026, the property contributed $0.5 million in rent revenue and $0.8 million in property operating expenses.
• · The company's total real estate investments net decreased by $260.8 million on a pro forma basis.

06-10-2026

On September 30, 2026, Columbus Acquisition Corp (CAC) shareholders approved all seven proposals at an Extraordinary General Meeting, including the business combination with WISeSat.Space Holdings Corp. The deal closed on October 1, 2026, and the combined company's shares began trading on Nasdaq under the ticker 'SAIQ' on October 2, 2026. However, 2,515,182 ordinary shares (56% of the 4,494,439 shares outstanding) were tendered for redemption, indicating significant shareholder exit despite overwhelming approval votes (3.4M for vs 0.18M against on most proposals).

• · The NTA Proposal passed with 3,588,892 FOR, 298 AGAINST, 0 ABSTAIN.
• · The Business Combination Proposal, Merger Proposal, Nasdaq Proposal, and Pubco Equity Plan Proposal each received 3,407,497 FOR, 181,693 AGAINST, 0 ABSTAIN.
• · The ESPP Proposal and Pubco Director Election Proposal each received 3,407,795 FOR, 181,395 AGAINST/Withheld.
• · Proposal No. 8 (Adjournment) was not presented due to sufficient votes for all other proposals.
• · The combined company's ordinary shares trade on Nasdaq under ticker 'SAIQ' starting October 2, 2026.
• · The Business Combination Agreement was originally dated November 9, 2025, and amended on August 6, 2026.