Mergers & Acquisitions
SPAC Market Study 2021 – 2nd Quarter Update
In our 2nd Quarter Update to the initial SPAC Market Study released in April we researched SPAC IPO and de-SPAC M&A activity through June 30th. Although increased scrutiny from the SEC certainly decelerated the pace of SPAC deal activity from Q1 to Q2, many of the largest de-SPAC M&A deals of all time were announced in Q2, and the level of activity was still very robust in comparison to previous years. Read more
Special Purpose Acquisition Company (SPAC) Market Study 2021
Deal Point Data researched every Special Purpose Acquisition Company (SPAC) that filed with the Securities and Exchange Commission from January 1, 2016 to March 31, 2021. We observed these deals throughout the SPAC lifecycle – from registration to IPO pricing to the announcement of a de-SPAC M&A transaction. We reviewed the relevant stock purchase agreements, asset purchase agreements or merger agreements to evaluate key negotiated M&A deal points. Read more
Update on the Prevalence of SPAC IPOs
In our research note dated June 24, 2020 we highlighted the increased prevalence of initial public offerings by special purpose acquisition companies (SPACs) as one of the most notable trends in IPOs in the last few years. What we did not discuss at that time is the explosion of SPACs filing to go public, which are at unprecedented levels. Read more
Increasing Prevalence and Size of SPAC IPOs
The increased prevalence of initial public offerings by special purpose acquisition companies (SPACs) has been one of the most notable trends in IPOs in the last few years. SPACs are blank check companies formed for the purpose of merging with another company following the IPO. Read more
Observations on Recent Poison Pill Activity
As a follow up to our recent note regarding companies increasing use of poison pills to guard against opportunist acquirers and activist investors as a result of the coronavirus pandemic (Corporate America's Medicine Against Coronavirus) here are some additional observations: Read more
Coronavirus Pandemic's Impact on Stock Swap Valuations
Target companies in agreed fixed exchange stock swap transactions have seen the value of the acquirer's shares they are to receive as consideration in the transaction decrease, in some cases significantly, as the coronavirus pandemic continues to impact stock prices. Read more
Corporate America's Medicine Against Coronavirus
Faced with myriad problems caused by the coronavirus pandemic, including significantly depressed stock prices and the ensuing threat of shareholder activism and hostile takeovers, corporate America is turning to an old standby - poison pills. Read more
Coronavirus Impact on M&A Agreement Drafting
Given the uncertainty and rising public health concerns around the coronavirus (COVID-19), Deal Point Data decided to take a look at how practitioners are drafting the material adverse change (MAC) definitions in recently announced transactions. Specifically, we wanted to see whether the target MAC definition included a carveout related to the coronavirus and similar concepts. The inclusion of specific carveouts protects the target in the event that the acquirer attempts to terminate the transaction based on a material adverse change. Read more
Second Most Active U.S. Public M&A Environment on Record
The dollar value of newly announced Merger and Acquisition deals with U.S. publicly traded target companies surged to its highest first half level since the record was set in 2015. According to Deal Point Data’s research, $508 billion dollars of M&A deals were announced during the first six months of 2019. First half activity was only 1.7% below the all-time high and 85% above the 10-year average level. On a year-over-year basis, dollar volume increased 15.1% in June, 4.6% in Q2, and 10.2% for the half year. On a sequential basis, the first half of 2019 was up 94.4% compared to the second half of 2018. In a sign that the market was not overheating, the average unaffected control premium was a moderate 29.96% during the first half, 20.4% below the ten-year average. Goldman, Sachs topped the Deal Point Data investment banking league table for announced U.S. public target deals during the first half advising on $162.3 billion in deals. Wachtell Lipton advised on $142.4 billion in announced deals to earn the number one ranking among legal advisers.
Top 5 Largest U.S. Public M&A
Deals Announced during First Half 2019
| Target | Acquirer | Equity Value ($bil) |
|---|---|---|
| Celgene Corporation | Bristol-Myers Squibb Company | 71.6 |
| Raytheon Company | United Technologies | 52.0 |
| Anadarko Petroleum | Occidental Petroleum | 37.9 |
| Worldpay, Inc. | Fidelity National Information Services | 34.8 |
| SunTrust Banks | BB&T Corporation | 28.2 |
Market Leaders - U.S. Public Mergers
Wachtell, Lipton, Rosen & Katz was the top ranked legal adviser on U.S. public M&A deals announced during the first half of 2019. Wachtell advised on 14 public deals valued at $249.4 billion. Kirkland & Ellis ranked second in the high-profile public M&A advisory market while Skadden rounded out the top three.
| Rank | Firm | Equity Value ($bil) |
|---|---|---|
| 1 | Wachtell, Lipton, Rosen & Katz | 249.4 |
| 2 | Kirkland & Ellis | 100.8 |
| 3 | Skadden | 88.4 |
M&A Adviser Fee Watch
As of July 1, 2019, record M&A advisory fees of $2.03 billion have already been disclosed on U.S. public deals announced during the first half of 2019. Goldman led the market with $447 million in fees disclosed. JP Morgan took second place among financial advisers. Morgan Stanley rounded out the top three in disclosed fees.
Corporate Governance Activity
Canadian National Railway Company17 Sep 21
Update:Call Special Meeting (By Stockholder) on 09/13/2021
DPD Note: TCI Fund Management Limited 13D/A discloses the four company directors it is seeking to remove and replace at the special meeting it is requisitioning. The filing also includes a presentation to the Board "setting forth its views regarding the Issuer". (SC 13D/A )
DPD Note: TCI Fund Management Limited 13D/A discloses the four company directors it is seeking to remove and replace at the special meeting it is requisitioning. The filing also includes a presentation to the Board "setting forth its views regarding the Issuer". (SC 13D/A )
Canadian National Railway Company17 Sep 21
Update:Call Special Meeting (By Stockholder) on 09/13/2021
DPD Note: The company announced its "strategic and financial value creation plan" after TCI Fund Management Limited requisitioned a special meeting to remove and replace four company directors. The plan aims to increase profitability, reduce costs, and increase shareholder returns including via share repurchases. (Press Release )
DPD Note: The company announced its "strategic and financial value creation plan" after TCI Fund Management Limited requisitioned a special meeting to remove and replace four company directors. The plan aims to increase profitability, reduce costs, and increase shareholder returns including via share repurchases. (Press Release )
Carpenter Technology Corporation17 Sep 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
(DEF 14A )
CleanSpark, Inc.17 Sep 21
Governing Documents Filing (Change)
Filing: Below is a brief summary of the material ways in which the Amended and Restated Articles, if approved by our stockholders, will modify our Current Articles. This summary is qualified in its entirety by reference to the full text of the Amended and Restated Articles, which you are urged to review car ... (8-K )
Filing: Below is a brief summary of the material ways in which the Amended and Restated Articles, if approved by our stockholders, will modify our Current Articles. This summary is qualified in its entirety by reference to the full text of the Amended and Restated Articles, which you are urged to review car ... (8-K )
CleanSpark, Inc.17 Sep 21
Governing Documents Filing (Change)
Filing: Below is a brief summary of the material ways in which the Amended and Restated Bylaws, if approved by our stockholders, will modify our Current Bylaws. This summary is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which you are urged to review carefully ... (8-K )
Filing: Below is a brief summary of the material ways in which the Amended and Restated Bylaws, if approved by our stockholders, will modify our Current Bylaws. This summary is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which you are urged to review carefully ... (8-K )
CynergisTek, Inc.17 Sep 21
Proxy Fight Director Nomination
DPD Note: Individual stockholder Daniel Berger filed preliminary proxy materials in connection with his solicitation of proxies in support of his nomination for election to the company's Board at the October 13, 2021 annual meeting. Mr. Berger originally nominated himself via the filing of a Schedule 14N (i.e., "nomination pursuant to the proxy access procedures set forth in the company's bylaws as amended through July 26, 2017"). The company included the Berger nomination in its definitive proxy statement and proxy card but recommended stockholders vote against his election. Mr. Berger was the President and CEO of Redspin, Inc. from 2010 to 2017. Redspin became a division of the company when it was acquired in 2015. (PREN14A )
DPD Note: Individual stockholder Daniel Berger filed preliminary proxy materials in connection with his solicitation of proxies in support of his nomination for election to the company's Board at the October 13, 2021 annual meeting. Mr. Berger originally nominated himself via the filing of a Schedule 14N (i.e., "nomination pursuant to the proxy access procedures set forth in the company's bylaws as amended through July 26, 2017"). The company included the Berger nomination in its definitive proxy statement and proxy card but recommended stockholders vote against his election. Mr. Berger was the President and CEO of Redspin, Inc. from 2010 to 2017. Redspin became a division of the company when it was acquired in 2015. (PREN14A )
CytoDyn Inc.17 Sep 21
Update:Proxy Fight Director Nomination on 07/01/2021
Filing: Item 4. Purpose of Transaction. Item 4 is hereby amended to add the following: Due to the fact that Paul Rosenbaum, Jeffrey Beaty and Art Wilmes have separately decided to undertake to nominate a slate of directors for election at the Annual Meeting, the Reporting Persons have terminated their agree ... (SC 13D/A )
Filing: Item 4. Purpose of Transaction. Item 4 is hereby amended to add the following: Due to the fact that Paul Rosenbaum, Jeffrey Beaty and Art Wilmes have separately decided to undertake to nominate a slate of directors for election at the Annual Meeting, the Reporting Persons have terminated their agree ... (SC 13D/A )
CytoDyn Inc.17 Sep 21
Update:Proxy Fight Director Nomination on 07/01/2021
DPD Note: The Rosenbaum group filed supplemental proxy materials disclosing that it sent a letter to the Board containing a settlement proposal regarding the constitution of the Board and management. (DFRN14A )
DPD Note: The Rosenbaum group filed supplemental proxy materials disclosing that it sent a letter to the Board containing a settlement proposal regarding the constitution of the Board and management. (DFRN14A )
Hain Celestial Group, Inc. (The)17 Sep 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
(DEF 14A )
Mattel, Inc.17 Sep 21
Governing Documents Filing (Change)
Filing: On September 14, 2021, the Board of Directors (the "Board") of Mattel, Inc. (the "Company") approved amendments to the Company's Amended and Restated Bylaws (the "Bylaws"), which became effective immediately. With respect to stockholder meetings, the amendments provide procedures for establishing an ... (8-K )
Filing: On September 14, 2021, the Board of Directors (the "Board") of Mattel, Inc. (the "Company") approved amendments to the Company's Amended and Restated Bylaws (the "Bylaws"), which became effective immediately. With respect to stockholder meetings, the amendments provide procedures for establishing an ... (8-K )
Organovo Holdings, Inc.17 Sep 21
Adjourn Meeting
Filing: Adjournment of Meeting On September 14, 2021, Organovo Holdings, Inc. (the "Company") commenced the Company's 2021 Annual Meeting of Stockholders (the "Annual Meeting"), as previously scheduled for Tuesday, September 14, 2021 at 9:00 a.m. (Pacific Daylight Time), and adjourned the Annual Meeting wit ... (8-K )
Filing: Adjournment of Meeting On September 14, 2021, Organovo Holdings, Inc. (the "Company") commenced the Company's 2021 Annual Meeting of Stockholders (the "Annual Meeting"), as previously scheduled for Tuesday, September 14, 2021 at 9:00 a.m. (Pacific Daylight Time), and adjourned the Annual Meeting wit ... (8-K )
Palatin Technologies, Inc.17 Sep 21
Governing Documents Filing (Change)
Filing: On and effective September 14, 2021, the Board of Directors (the "Board") of Palatin Technologies, Inc. (the "Company") amended and restated the Bylaws of the Company (the "Amended Bylaws"). The Amended Bylaws amend Section 2.06, dealing with a quorum at meetings of stockholders, to provide that a q ... (8-K )
Filing: On and effective September 14, 2021, the Board of Directors (the "Board") of Palatin Technologies, Inc. (the "Company") amended and restated the Bylaws of the Company (the "Amended Bylaws"). The Amended Bylaws amend Section 2.06, dealing with a quorum at meetings of stockholders, to provide that a q ... (8-K )
Phibro Animal Health Corporation17 Sep 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
(DEF 14A )
Raven Industries, Inc.17 Sep 21
Failed Say On Pay
DPD Note: At the September 15, 2021 special meeting, a majority of the votes cast were against the approval on an advisory basis of certain compensation that may become payable to the company's named executive officers in connection with the transactions contemplated by the Merger Agreement ("say on parachute" vote). (8-K )
DPD Note: At the September 15, 2021 special meeting, a majority of the votes cast were against the approval on an advisory basis of certain compensation that may become payable to the company's named executive officers in connection with the transactions contemplated by the Merger Agreement ("say on parachute" vote). (8-K )
Conagra Brands, Inc.16 Sep 21
Defense Related Stockholder Proposal
DPD Note: Vote results for September 15, 2021 annual meeting include a stockholder proposal to allow stockholders to act by written consent (currently written consent allowed only if unanimous) that received a majority of votes cast and was approved. (8-K )
DPD Note: Vote results for September 15, 2021 annual meeting include a stockholder proposal to allow stockholders to act by written consent (currently written consent allowed only if unanimous) that received a majority of votes cast and was approved. (8-K )
Copart, Inc.16 Sep 21
NextGen Healthcare, Inc.16 Sep 21
Update:Proxy Fight Director Nomination on 08/19/2021
DPD Note: 13D/A discloses that Sheldon Razin withdrew the nominations of Ramon Gregory and Julie Schoenfeld as nominees for election to the company's Board at the October 13, 2021 annual meeting. Mr. Gregory and Ms. Schoenfeld are also no longer members of the Section 13(d) group. The Razin group originally nominated a four-person slate for election to the company's nine-member Board. (SC 13D/A )
DPD Note: 13D/A discloses that Sheldon Razin withdrew the nominations of Ramon Gregory and Julie Schoenfeld as nominees for election to the company's Board at the October 13, 2021 annual meeting. Mr. Gregory and Ms. Schoenfeld are also no longer members of the Section 13(d) group. The Razin group originally nominated a four-person slate for election to the company's nine-member Board. (SC 13D/A )
Avis Budget Group, Inc.15 Sep 21
Update:Settlement/Standstill on 02/24/2020
DPD Note: The company entered a second amendment dated September 15, 2021 to the Third Amended and Restated Cooperation Agreement dated as of February 23, 2020 with SRS Investment Management, LLC. The amendment extends the Standstill Period for one year until December 31, 2022. (8-K )
DPD Note: The company entered a second amendment dated September 15, 2021 to the Third Amended and Restated Cooperation Agreement dated as of February 23, 2020 with SRS Investment Management, LLC. The amendment extends the Standstill Period for one year until December 31, 2022. (8-K )
Blue Apron Holdings, Inc.15 Sep 21
Other Material Defense/Proxy Disclosure
DPD Note: 8-K filed September 15, 2021 discloses that as of that same day the company no longer qualified for the "controlled company" exemption as defined by NYSE. Effective with the conversion of all Class B Common Stock into Class A Common Stock, the company also eliminated its unequal voting structure. The Class B common shares were entitled to cast 10 votes per share. (8-K )
DPD Note: 8-K filed September 15, 2021 discloses that as of that same day the company no longer qualified for the "controlled company" exemption as defined by NYSE. Effective with the conversion of all Class B Common Stock into Class A Common Stock, the company also eliminated its unequal voting structure. The Class B common shares were entitled to cast 10 votes per share. (8-K )
Capital Senior Living Corporation15 Sep 21
Update:Other Material Defense/Proxy Disclosure on 08/09/2021
Filing: Item 4. Purpose of Transaction Item 4 of the Schedule 13D is hereby amended to add the following: On September 13, 2021, OA delivered an open letter to the Issuer's stockholders reiterating its strong opposition to the Issuer's proposed transactions with Conversant Capital LLC and urging stockholder ... (SC 13D/A )
Filing: Item 4. Purpose of Transaction Item 4 of the Schedule 13D is hereby amended to add the following: On September 13, 2021, OA delivered an open letter to the Issuer's stockholders reiterating its strong opposition to the Issuer's proposed transactions with Conversant Capital LLC and urging stockholder ... (SC 13D/A )
Codorus Valley Bancorp, Inc.15 Sep 21
Update:Other Material Defense/Proxy Disclosure on 07/06/2021
DPD Note: The company announced that the Board appointed current COO and Board member Craig L. Kauffman as CEO effective October 1, 2021 replacing Larry J. Miller. Mr. Miller will continue to serve as Board Chair. Driver Management Company LLC had been critical of the Board's oversight of Mr. Miller and had called for the company to separate the roles of CEO and Chair. (8-K )
DPD Note: The company announced that the Board appointed current COO and Board member Craig L. Kauffman as CEO effective October 1, 2021 replacing Larry J. Miller. Mr. Miller will continue to serve as Board Chair. Driver Management Company LLC had been critical of the Board's oversight of Mr. Miller and had called for the company to separate the roles of CEO and Chair. (8-K )
E2open Parent Holdings, Inc.15 Sep 21
Governing Documents Filing (Change)
Filing: AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO INCREASE THE TOTAL NUMBER OF SHARES OF AUTHORIZED CLASS V COMMON STOCK TO 42,747,890 SHARES OF CLASS V COMMON STOCK FROM 40,000,000 AND TO INCREASE THE AGGREGATE NUMBER OF SHARES THAT THE COMPANY MAY ISSUE TO 2,556,747,890 FROM 2,554,000,000. Our boar ... (S-1 )
Filing: AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO INCREASE THE TOTAL NUMBER OF SHARES OF AUTHORIZED CLASS V COMMON STOCK TO 42,747,890 SHARES OF CLASS V COMMON STOCK FROM 40,000,000 AND TO INCREASE THE AGGREGATE NUMBER OF SHARES THAT THE COMPANY MAY ISSUE TO 2,556,747,890 FROM 2,554,000,000. Our boar ... (S-1 )
HollyFrontier Corporation15 Sep 21
Governing Documents Filing (Change)
Filing: On September 14, 2021, the Board of Directors (the "Board") of HollyFrontier Corporation (the "Corporation") approved an amendment and restatement of the Corporation's amended and restated by-laws (the "By-Laws", and as further amended and restated, the "Amended By-Laws") effective as of such date. ... (8-K )
Filing: On September 14, 2021, the Board of Directors (the "Board") of HollyFrontier Corporation (the "Corporation") approved an amendment and restatement of the Corporation's amended and restated by-laws (the "By-Laws", and as further amended and restated, the "Amended By-Laws") effective as of such date. ... (8-K )
Mallinckrodt plc15 Sep 21
Update:Call Special Meeting (By Stockholder) on 01/15/2021
DPD Note: The Buxton Helmsley Group, Inc. (BHG) disclosed its latest letter to the Board (dated September 14, 2021). (SC 13D/A )
DPD Note: The Buxton Helmsley Group, Inc. (BHG) disclosed its latest letter to the Board (dated September 14, 2021). (SC 13D/A )
MasterCraft Boat Holdings, Inc.15 Sep 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
(DEF 14A )
Omega Flex, Inc.15 Sep 21
Governing Documents Filing (Change)
Filing: On September 15, 2021, the board of directors of Omega Flex, Inc. (the "Company") unanimously approved a resolution to amend the bylaws of the Company to require that the exclusive forum for actions or proceedings arising out of or relating to (a) shareholder derivative actions, (b) claims of breach ... (8-K )
Filing: On September 15, 2021, the board of directors of Omega Flex, Inc. (the "Company") unanimously approved a resolution to amend the bylaws of the Company to require that the exclusive forum for actions or proceedings arising out of or relating to (a) shareholder derivative actions, (b) claims of breach ... (8-K )
OSI Systems, Inc.15 Sep 21
Proxy Access Director Nomination
DPD Note: Proxy access nomination by Creighton Meland Jr. (i.e., "nomination of the Nominee is to be made in the Issuers proxy materials pursuant to the proxy access procedures set forth in the Issuers Bylaws"). Mr. Meland nominated himself for election to the company's Board at the 2021 annual meeting. Mr. Meland disclosed that he owns 65 shares or approximately .028% of the company's outstanding common shares. Mr. Meland is a retired partner at Baker McKenzie LLP. (Deal Point Data has not identified any proxy access provision in the company's current bylaws.) (SC 14N )
DPD Note: Proxy access nomination by Creighton Meland Jr. (i.e., "nomination of the Nominee is to be made in the Issuers proxy materials pursuant to the proxy access procedures set forth in the Issuers Bylaws"). Mr. Meland nominated himself for election to the company's Board at the 2021 annual meeting. Mr. Meland disclosed that he owns 65 shares or approximately .028% of the company's outstanding common shares. Mr. Meland is a retired partner at Baker McKenzie LLP. (Deal Point Data has not identified any proxy access provision in the company's current bylaws.) (SC 14N )
Sonim Technologies, Inc.15 Sep 21
Governing Documents Filing (Change)
Filing: On September 15, 2021, Sonim Technologies, Inc. (the "Company") filed a Certificate of Amendment (the "Certificate of Amendment") to the Company's Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a one-for-ten reverse stock split (the " ... (8-K )
Filing: On September 15, 2021, Sonim Technologies, Inc. (the "Company") filed a Certificate of Amendment (the "Certificate of Amendment") to the Company's Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a one-for-ten reverse stock split (the " ... (8-K )
Tesla, Inc.15 Sep 21
Exempt Solicitation
DPD Note: Nia Impact Capital filed a Notice of Exempt Solicitation on a voluntary basis urging stockholders to vote for its proposal requesting that the Board prepare a report on the impact of the use of mandatory arbitration on employees and workplace culture. The proposal will be voted on at the company's October 7, 2021 annual meeting. (PX14A6G )
DPD Note: Nia Impact Capital filed a Notice of Exempt Solicitation on a voluntary basis urging stockholders to vote for its proposal requesting that the Board prepare a report on the impact of the use of mandatory arbitration on employees and workplace culture. The proposal will be voted on at the company's October 7, 2021 annual meeting. (PX14A6G )
Viridian Therapeutics, Inc.15 Sep 21
Box, Inc.14 Sep 21
Governing Documents Filing (Change)
Filing: As described in more detail under Item 5.07 of this Form 8-K Amendment, at the Annual Meeting, the stockholders of the Company approved an amendment (the "Amendment") to the Company's Amended and Restated Certificate of Incorporation (as amended, the "Charter") to eliminate the supermajority stockho ... (8-K/A )
Filing: As described in more detail under Item 5.07 of this Form 8-K Amendment, at the Annual Meeting, the stockholders of the Company approved an amendment (the "Amendment") to the Company's Amended and Restated Certificate of Incorporation (as amended, the "Charter") to eliminate the supermajority stockho ... (8-K/A )
Box, Inc.14 Sep 21
Update:Proxy Fight Director Nomination on 05/03/2021
DPD Note: Final vote results for the September 9, 2021 annual meeting include the election of all three of the company's director nominees. The three Starboard Value LP nominees were supported by 18.5%, 18.5%, and 25.6% of the votes cast respectively. (8-K/A )
DPD Note: Final vote results for the September 9, 2021 annual meeting include the election of all three of the company's director nominees. The three Starboard Value LP nominees were supported by 18.5%, 18.5%, and 25.6% of the votes cast respectively. (8-K/A )
NextGen Healthcare, Inc.14 Sep 21
Update:Proxy Fight Director Nomination on 08/19/2021
Filing: Sheldon Razin ("Mr. Razin"), together with the other participants named herein, has filed a definitive proxy statement and accompanying BLUE proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of his slate of highly-qualified director nominees ... (DFAN14A )
Filing: Sheldon Razin ("Mr. Razin"), together with the other participants named herein, has filed a definitive proxy statement and accompanying BLUE proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of his slate of highly-qualified director nominees ... (DFAN14A )
VICI Properties Inc.14 Sep 21
Governing Documents Filing (Change)
Filing: Effective September 10, 2021, the Company amended its Articles of Amendment and Restatement to increase: (i) the number of shares of stock that the Company is authorized to issue from 1,000,000,000 to 1,400,000,000; (ii) the number of shares of common stock, par value $0.01 per share, that the Compa ... (8-K )
Filing: Effective September 10, 2021, the Company amended its Articles of Amendment and Restatement to increase: (i) the number of shares of stock that the Company is authorized to issue from 1,000,000,000 to 1,400,000,000; (ii) the number of shares of common stock, par value $0.01 per share, that the Compa ... (8-K )
VMware, Inc.14 Sep 21
Governing Documents Filing (Change)
Filing: On September 13, 2021, the 20th calendar day following the mailing of the Information Statement, the Company amended the Current Charter to, among other things, (i) provide for the automatic conversion of the Company's Class B common stock, $0.01 par value per share (the "Class B Stock") into shares ... (8-K )
Filing: On September 13, 2021, the 20th calendar day following the mailing of the Information Statement, the Company amended the Current Charter to, among other things, (i) provide for the automatic conversion of the Company's Class B common stock, $0.01 par value per share (the "Class B Stock") into shares ... (8-K )
VMware, Inc.14 Sep 21
1847 Goedeker Inc.13 Sep 21
Update:Proxy Fight Director Nomination on 09/09/2021
Filing: Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended to add the following: On September 9, 2021, Philotimo delivered a letter to the Issuer nominating a slate of five highly-qualified candidates including, David L. Kanen, Nanxi Liu, David Meniane, Mehran Nia and L. William Va ... (SC 13D/A )
Filing: Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended to add the following: On September 9, 2021, Philotimo delivered a letter to the Issuer nominating a slate of five highly-qualified candidates including, David L. Kanen, Nanxi Liu, David Meniane, Mehran Nia and L. William Va ... (SC 13D/A )
Brooklyn ImmunoTherapeutics, Inc.13 Sep 21
Governing Documents Filing (Change)
Filing: Proposal - Ratification of Charter Amendment to Increase Authorized Common Stock We are asking stockholders to ratify an earlier amendment to our restated certificate of incorporation to increase the number of authorized shares of common stock from 15,000,000 to 100,000,000, which we refer to as the ... (8-K )
Filing: Proposal - Ratification of Charter Amendment to Increase Authorized Common Stock We are asking stockholders to ratify an earlier amendment to our restated certificate of incorporation to increase the number of authorized shares of common stock from 15,000,000 to 100,000,000, which we refer to as the ... (8-K )
Canadian National Railway Company13 Sep 21
Call Special Meeting (By Stockholder)
DPD Note: TCI Fund Management Limited announced its intention to requisition a special meeting for the purpose of refreshing the current Board by adding four independent nominees. According to TCI, the new Board will provide the railroad operational experience the current Board lacks and will help guide the selection of a new CEO, which TCI believes should be Jim Vena. Mr. Vena was the company's Chief Operating Officer until his retirement in 2016. (SC 13D/A )
DPD Note: TCI Fund Management Limited announced its intention to requisition a special meeting for the purpose of refreshing the current Board by adding four independent nominees. According to TCI, the new Board will provide the railroad operational experience the current Board lacks and will help guide the selection of a new CEO, which TCI believes should be Jim Vena. Mr. Vena was the company's Chief Operating Officer until his retirement in 2016. (SC 13D/A )
Capital Senior Living Corporation13 Sep 21
Update:Other Material Defense/Proxy Disclosure on 08/09/2021
Filing: Ortelius Advisors, L.P. ("Ortelius Advisors"), together with the other participants in its solicitation, has filed a definitive proxy statement and accompanying GOLD proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes against the proposed issuance by Capital Se ... (DFAN14A )
Filing: Ortelius Advisors, L.P. ("Ortelius Advisors"), together with the other participants in its solicitation, has filed a definitive proxy statement and accompanying GOLD proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes against the proposed issuance by Capital Se ... (DFAN14A )
Chimera Investment Corporation13 Sep 21
Governing Documents Filing (Change)
DPD Note: The company filed a Certificate of Correction confirming that the charter amendment effective June 10, 2021 did not receive the requisite vote and was not properly approved by shareholders, and therefore is of no force or effect. The Board remains classified as outlined in the second paragrah of Section 5.1 in the company's original charter in effect prior to the filing of the defective amendment. (8-K/A )
DPD Note: The company filed a Certificate of Correction confirming that the charter amendment effective June 10, 2021 did not receive the requisite vote and was not properly approved by shareholders, and therefore is of no force or effect. The Board remains classified as outlined in the second paragrah of Section 5.1 in the company's original charter in effect prior to the filing of the defective amendment. (8-K/A )
Chimera Investment Corporation13 Sep 21
Planned Defense Change
DPD Note: In an 8-K/A confirming that shareholders did not approve the charter amendment to declassify the board at the company's 2021 annual meeting as previously disclosed, the company also disclosed that it still believes declassifying the Board is in the company's best interests and intends again to seek shareholder approval of a charter amendment to declassify the board at the company's 2022 annual meeting. (8-K/A )
DPD Note: In an 8-K/A confirming that shareholders did not approve the charter amendment to declassify the board at the company's 2021 annual meeting as previously disclosed, the company also disclosed that it still believes declassifying the Board is in the company's best interests and intends again to seek shareholder approval of a charter amendment to declassify the board at the company's 2022 annual meeting. (8-K/A )
Genesco Inc.13 Sep 21
Other Material Defense/Proxy Disclosure
DPD Note: Legion Partners Asset Management, LLC 13D/A critical of the company's capital allocation framework and calling for share repurchases in an accelerated manner. Legion Partners waged an unsuccessful proxy fight for four Board seats at the company's July 2021 annual meeting. (SC 13D/A )
DPD Note: Legion Partners Asset Management, LLC 13D/A critical of the company's capital allocation framework and calling for share repurchases in an accelerated manner. Legion Partners waged an unsuccessful proxy fight for four Board seats at the company's July 2021 annual meeting. (SC 13D/A )
Monmouth Real Estate Investment Corporation13 Sep 21
Update:Proxy Fight Director Nomination on 12/31/2020
Filing: On September 13, 2021, Blackwells Capital LLC ("Blackwells") mailed a letter to stockholders of Monmouth Real Estate Investment Corporation, a Maryland corporation. A copy of the letter to stockholders is filed herewith as Exhibit 1 (DFAN14A )
Filing: On September 13, 2021, Blackwells Capital LLC ("Blackwells") mailed a letter to stockholders of Monmouth Real Estate Investment Corporation, a Maryland corporation. A copy of the letter to stockholders is filed herewith as Exhibit 1 (DFAN14A )
Monmouth Real Estate Investment Corporation13 Sep 21
Update:Proxy Fight Director Nomination on 12/31/2020
Filing: On September 13, 2021, Monmouth Real Estate Investment Corporation ("Monmouth"), a Maryland corporation, issued a press release announcing steps it is taking in response to recent investor feedback and prior indications of interest. (DEFA14A )
Filing: On September 13, 2021, Monmouth Real Estate Investment Corporation ("Monmouth"), a Maryland corporation, issued a press release announcing steps it is taking in response to recent investor feedback and prior indications of interest. (DEFA14A )
Nam Tai Property Inc.13 Sep 21
Update:Call Special Meeting (By Stockholder) on 09/11/2020
• Press release: IsZo Capital Reaffirms Commitment to Delivering Change at Nam Tai Following the Kaisa-Controlled Board's Latest Anti-Shareholder Financing Maneuver (Press Release )
• Press release: IsZo Capital Reaffirms Commitment to Delivering Change at Nam Tai Following the Kaisa-Controlled Board's Latest Anti-Shareholder Financing Maneuver (Press Release )
NetApp, Inc.13 Sep 21
Defense Related Stockholder Proposal
DPD Note: Vote results for September 10, 2021 annual meeting include a stockholder proposal to allow stockholders to act by written consent that received a majority of the votes cast and was approved. At the same meeting, a management proposal to amend the charter and bylaws to allow action by written consent also passed, and the company subsequently amended its charter and bylaws to implement the change. A similar shareholder proposal also passed at the company's 2020 annual meeting. (8-K )
DPD Note: Vote results for September 10, 2021 annual meeting include a stockholder proposal to allow stockholders to act by written consent that received a majority of the votes cast and was approved. At the same meeting, a management proposal to amend the charter and bylaws to allow action by written consent also passed, and the company subsequently amended its charter and bylaws to implement the change. A similar shareholder proposal also passed at the company's 2020 annual meeting. (8-K )
NetApp, Inc.13 Sep 21
Governing Documents Filing (Change)
Filing: In addition, the Board previously approved, subject to stockholder approval, amendments to the Bylaws to allow stockholders to act by written consent. As amended, the Bylaws include corresponding changes to reflect the approval of the amendments to the Charter and ministerial changes. The amendments ... (8-K )
Filing: In addition, the Board previously approved, subject to stockholder approval, amendments to the Bylaws to allow stockholders to act by written consent. As amended, the Bylaws include corresponding changes to reflect the approval of the amendments to the Charter and ministerial changes. The amendments ... (8-K )
NetApp, Inc.13 Sep 21
Governing Documents Filing (Change)
Filing: The Board previously approved, subject to stockholder approval, amendments to the Company's Certificate of Incorporation (as amended and restated, the "Charter") and Bylaws (as amended, the "Bylaws") to allow stockholders to act by written consent (the "Written Consent Right"). At the Annual Meeting ... (8-K )
Filing: The Board previously approved, subject to stockholder approval, amendments to the Company's Certificate of Incorporation (as amended and restated, the "Charter") and Bylaws (as amended, the "Bylaws") to allow stockholders to act by written consent (the "Written Consent Right"). At the Annual Meeting ... (8-K )
NextGen Healthcare, Inc.13 Sep 21
Update:Proxy Fight Director Nomination on 08/19/2021
• Exhibit: Letter to Shareholders
• Press release: NextGen Healthcare Mails Definitive Proxy Statement and Letter to Shareholders (Press Release )
• Exhibit: Letter to Shareholders
• Press release: NextGen Healthcare Mails Definitive Proxy Statement and Letter to Shareholders (Press Release )
NextGen Healthcare, Inc.13 Sep 21
Update:Proxy Fight Director Nomination on 08/19/2021
• Press release: NextGen Healthcare Welcomes Highly Regarded Healthcare Executive Darnell Dent to Director Slate for 2021 Annual Meeting (Press Release )
• Press release: NextGen Healthcare Welcomes Highly Regarded Healthcare Executive Darnell Dent to Director Slate for 2021 Annual Meeting (Press Release )
Procter & Gamble Company (The)13 Sep 21
Exempt Solicitation
DPD Note: Friends of the Earth filed a Notice of Exempt Solicitation on a voluntary basis urging stockholders to vote against the re-election of independent director Angela F. Braly at the company's October 12, 2021 annual meeting. Friends of the Earth cited the company's insufficient action to mitigate deforestation and forest degradation risk and associated human rights risk that Ms. Braly bears responsibility for as Chair of the Governance and Public Responsibility committee. Friends of the Earth also cited Ms. Braly's potential conflict of interest in managing and mitigating climate-related risks due to her close association with ExxonMobil. (PX14A6G )
DPD Note: Friends of the Earth filed a Notice of Exempt Solicitation on a voluntary basis urging stockholders to vote against the re-election of independent director Angela F. Braly at the company's October 12, 2021 annual meeting. Friends of the Earth cited the company's insufficient action to mitigate deforestation and forest degradation risk and associated human rights risk that Ms. Braly bears responsibility for as Chair of the Governance and Public Responsibility committee. Friends of the Earth also cited Ms. Braly's potential conflict of interest in managing and mitigating climate-related risks due to her close association with ExxonMobil. (PX14A6G )
ResMed Inc.13 Sep 21
Governing Documents Filing (Change)
Filing: Effective September 10, 2021, the board of directors of ResMed Inc. ("ResMed") approved and adopted an amendment to the existing bylaws of ResMed, and restated the bylaws. Threshold for calling special meetings The board amended the bylaws to provide that a special meeting of stockholders may be cal ... (8-K )
Filing: Effective September 10, 2021, the board of directors of ResMed Inc. ("ResMed") approved and adopted an amendment to the existing bylaws of ResMed, and restated the bylaws. Threshold for calling special meetings The board amended the bylaws to provide that a special meeting of stockholders may be cal ... (8-K )
Rocky Mountain Chocolate Factory, Inc.13 Sep 21
Poison Pill Stockholder Proposal
DPD Note: AB Value Management LLC's definitive proxy statement filed as part of a proxy fight to elect its five-person director slate also includes a non-binding proposal to request that the Board redeem the company's rights plan. AB Value stated that it believed the proposal was submitted on a qualifying and timely basis but the company omitted the proposal from its proxy statement and card without explanation. (DEFC14A )
DPD Note: AB Value Management LLC's definitive proxy statement filed as part of a proxy fight to elect its five-person director slate also includes a non-binding proposal to request that the Board redeem the company's rights plan. AB Value stated that it believed the proposal was submitted on a qualifying and timely basis but the company omitted the proposal from its proxy statement and card without explanation. (DEFC14A )
Rocky Mountain Chocolate Factory, Inc.13 Sep 21
Update:Proxy Fight Director Nomination on 07/06/2021
Filing: AB Value Partners, LP, AB Value Management LLC (together with AB Value Partners, LP, "AB Value"), Bradley Radoff, Andrew T. Berger, Rhonda J. Parish, Mark Riegel, Sandra Elizabeth Taylor and Mary Kennedy Thompson filed a definitive proxy statement and accompanying BLUE proxy card with the Securities ... (DFAN14A )
Filing: AB Value Partners, LP, AB Value Management LLC (together with AB Value Partners, LP, "AB Value"), Bradley Radoff, Andrew T. Berger, Rhonda J. Parish, Mark Riegel, Sandra Elizabeth Taylor and Mary Kennedy Thompson filed a definitive proxy statement and accompanying BLUE proxy card with the Securities ... (DFAN14A )
Kansas City Southern12 Sep 21
Update:Other Material Defense/Proxy Disclosure on 07/29/2021
• Press release: CP Offer for KCS Declared "Company Superior Proposal" by KCS Board (Press Release )
• Press release: CP Offer for KCS Declared "Company Superior Proposal" by KCS Board (Press Release )
Applied Industrial Technologies, Inc.10 Sep 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
(DEF 14A )
Ford Motor Company10 Sep 21
Poison Pill Amendment
DPD Note: Extend expiration date from September 30, 2021 to September 30, 2024 (subject to stockholder approval at the 2022 annual meeting or it will expire on the day of the meeting) (8-K )
DPD Note: Extend expiration date from September 30, 2021 to September 30, 2024 (subject to stockholder approval at the 2022 annual meeting or it will expire on the day of the meeting) (8-K )
John B. Sanfilippo & Son, Inc.10 Sep 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
(DEF 14A )
Meredith Corporation10 Sep 21
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The 2021 annual meeting has been scheduled for December 29, 2021 which is more than 30 days after the anniversary of the company's 2020 annual meeting held on November 11, 2020 triggering a new deadline under Rule 14a-8. (The alternate timing provision in the company's advance notice bylaw for nominations and non-14a-8 proposals is triggered for meetings delayed by more than 60 days after the one-year anniversary of the date of the previous year's annual meeting.) (10-K )
DPD Note: The 2021 annual meeting has been scheduled for December 29, 2021 which is more than 30 days after the anniversary of the company's 2020 annual meeting held on November 11, 2020 triggering a new deadline under Rule 14a-8. (The alternate timing provision in the company's advance notice bylaw for nominations and non-14a-8 proposals is triggered for meetings delayed by more than 60 days after the one-year anniversary of the date of the previous year's annual meeting.) (10-K )
Monmouth Real Estate Investment Corporation10 Sep 21
Update:Proxy Fight Director Nomination on 12/31/2020
Filing: On September 10, 2021, Blackwells issued the following press release. A copy of the press release is filed herewith as Exhibit 1 (DFAN14A )
Filing: On September 10, 2021, Blackwells issued the following press release. A copy of the press release is filed herewith as Exhibit 1 (DFAN14A )
RBC Bearings Incorporated10 Sep 21
Failed Director Elections/Zombie Directors
DPD Note: At the company's September 8, 2021 annual meeting, a majority of the votes cast were withheld from two of the three company directors up for election at the meeting. Directors Richard R. Crowell and Alan B. Levine did not receive the necessary vote to be reelected. The company has a majority vote standard to elect directors. (8-K )
DPD Note: At the company's September 8, 2021 annual meeting, a majority of the votes cast were withheld from two of the three company directors up for election at the meeting. Directors Richard R. Crowell and Alan B. Levine did not receive the necessary vote to be reelected. The company has a majority vote standard to elect directors. (8-K )
RBC Bearings Incorporated10 Sep 21
Failed Say On Pay
DPD Note: At the company's September 8, 2021 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
DPD Note: At the company's September 8, 2021 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
Standex International Corporation10 Sep 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
(DEF 14A )
1847 Goedeker Inc.09 Sep 21
Proxy Fight Director Nomination
DPD Note: Kanen Wealth Management, LLC announced it nominated a five-person slate for election to the company's Board at the 2021 annual meeting scheduled for November 10, 2021. The slate includes David L. Kanen. (DFAN14A )
DPD Note: Kanen Wealth Management, LLC announced it nominated a five-person slate for election to the company's Board at the 2021 annual meeting scheduled for November 10, 2021. The slate includes David L. Kanen. (DFAN14A )
1847 Goedeker Inc.09 Sep 21
Update:Proxy Fight Director Nomination on 09/09/2021
• Press release: 1847 Goedeker Issues Statement Regarding Director Candidate Nominations from Kanen Wealth Management (Press Release )
• Press release: 1847 Goedeker Issues Statement Regarding Director Candidate Nominations from Kanen Wealth Management (Press Release )
Astria Therapeutics, Inc.09 Sep 21
Box, Inc.09 Sep 21
Update:Proxy Fight Director Nomination on 05/03/2021
Filing: Item 4. Purpose of Transaction. Item 4 is hereby amended to add the following: 18 CUSIP No. 10316T104 On September 9, 2021, Starboard Value LP delivered a letter to stockholders of the Issuer, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference herein. (SC 13D/A )
Filing: Item 4. Purpose of Transaction. Item 4 is hereby amended to add the following: 18 CUSIP No. 10316T104 On September 9, 2021, Starboard Value LP delivered a letter to stockholders of the Issuer, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference herein. (SC 13D/A )
Box, Inc.09 Sep 21
Update:Proxy Fight Director Nomination on 05/03/2021
DPD Note: The company announced that based on preliminary vote results for the September 9, 2021 annual meeting, all three of its director nominees were re-elected (none of Starboard Value's three nominees were elected). (8-K )
DPD Note: The company announced that based on preliminary vote results for the September 9, 2021 annual meeting, all three of its director nominees were re-elected (none of Starboard Value's three nominees were elected). (8-K )
Broadway Financial Corporation09 Sep 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
(DEF 14A )
Cisco Systems, Inc.09 Sep 21
Comtech Telecommunications Corp.09 Sep 21
Update:Proxy Fight Director Nomination on 09/08/2021
Filing: On September 9, 2021, Comtech Telecommunications Corp. issued a press release commenting on Outerbridge Capital Management's director nominations notice. (8-K )
Filing: On September 9, 2021, Comtech Telecommunications Corp. issued a press release commenting on Outerbridge Capital Management's director nominations notice. (8-K )
CytRx Corporation09 Sep 21
Update:Settlement/Standstill on 08/24/2020
DPD Note: The company entered into an amendment to the Cooperation Agreement dated August 21, 2020 with Jerald A. Hammann that previously ended a proxy fight. Pursuant to the amendment, an existing director will be replaced by a new independent director from a list of candidates named in the amendment. The company will also put a precatory proposal to declassify the Board up for a vote at the 2022 annual meeting. Mr. Hammann agreed to divest all voting shares held in the company by September 3, 2022 and voluntarily dismiss with prejudice his lawsuit filed in the Delaware Court of Chancery. (8-K )
DPD Note: The company entered into an amendment to the Cooperation Agreement dated August 21, 2020 with Jerald A. Hammann that previously ended a proxy fight. Pursuant to the amendment, an existing director will be replaced by a new independent director from a list of candidates named in the amendment. The company will also put a precatory proposal to declassify the Board up for a vote at the 2022 annual meeting. Mr. Hammann agreed to divest all voting shares held in the company by September 3, 2022 and voluntarily dismiss with prejudice his lawsuit filed in the Delaware Court of Chancery. (8-K )
Ferro Corporation09 Sep 21
Failed Say On Pay
DPD Note: At the September 9, 2021 special meeting, a majority of the votes cast were against the approval on an advisory basis of certain compensation that may become payable to the company's named executive officers in connection with the transactions contemplated by the Merger Agreement ("say on parachute" vote). (8-K )
DPD Note: At the September 9, 2021 special meeting, a majority of the votes cast were against the approval on an advisory basis of certain compensation that may become payable to the company's named executive officers in connection with the transactions contemplated by the Merger Agreement ("say on parachute" vote). (8-K )
Hovnanian Enterprises, Inc.09 Sep 21
Governing Documents Filing (Change)
Filing: On September 7, 2021, the Board of Directors of HEI approved an amendment and restatement of HEI's Amended and Restated By-laws (as so amended and restated, the "Bylaws"), which changes were effective immediately upon approval. The Bylaws were amended and restated to include a provision designating ... (10-Q )
Filing: On September 7, 2021, the Board of Directors of HEI approved an amendment and restatement of HEI's Amended and Restated By-laws (as so amended and restated, the "Bylaws"), which changes were effective immediately upon approval. The Bylaws were amended and restated to include a provision designating ... (10-Q )
Hyatt Hotels Corporation09 Sep 21
Governing Documents Filing (Change)
Filing: On September 9, 2021, the Company filed a Certificate of Retirement with the Secretary of State of the State of Delaware to retire 783,085 shares of Class B common stock, $0.01 par value per share, of the Company (the "Class B Common Stock"). All 783,085 shares of Class B Common Stock were converted ... (8-K )
Filing: On September 9, 2021, the Company filed a Certificate of Retirement with the Secretary of State of the State of Delaware to retire 783,085 shares of Class B common stock, $0.01 par value per share, of the Company (the "Class B Common Stock"). All 783,085 shares of Class B Common Stock were converted ... (8-K )
KLX Energy Services Holdings, Inc.09 Sep 21
Governing Documents Filing (Change)
Filing: On September 3, 2021, the Board of Directors of KLX Energy Services Holdings, Inc. (the "Company") adopted the Fourth Amended and Restated Bylaws of the Company (the "Restated Bylaws"), effective as of such date, to change the Company's fiscal year-end from January 31 to December 31, effective begin ... (8-K )
Filing: On September 3, 2021, the Board of Directors of KLX Energy Services Holdings, Inc. (the "Company") adopted the Fourth Amended and Restated Bylaws of the Company (the "Restated Bylaws"), effective as of such date, to change the Company's fiscal year-end from January 31 to December 31, effective begin ... (8-K )
MyMD Pharmaceuticals, Inc.09 Sep 21
Poison Pill Expiration
DPD Note: On September 8, 2021, the company's stockholder rights plan expired without renewal or replacement. The company did not make any disclosure regarding the expiration. (Deal Point Data Research )
DPD Note: On September 8, 2021, the company's stockholder rights plan expired without renewal or replacement. The company did not make any disclosure regarding the expiration. (Deal Point Data Research )
Plymouth Industrial REIT, Inc.09 Sep 21
Governing Documents Filing (Change)
Filing: On September 7, 2021, the Board of Directors (the "Board") of Plymouth Industrial REIT, Inc. (the "Company") amended and restated the Company's bylaws to permit stockholders to make binding proposals to amend the bylaws (as so amended and restated, the "Bylaws"). An amended and restated Article XV h ... (8-K )
Filing: On September 7, 2021, the Board of Directors (the "Board") of Plymouth Industrial REIT, Inc. (the "Company") amended and restated the Company's bylaws to permit stockholders to make binding proposals to amend the bylaws (as so amended and restated, the "Bylaws"). An amended and restated Article XV h ... (8-K )
Rocky Mountain Chocolate Factory, Inc.09 Sep 21
Update:Proxy Fight Director Nomination on 07/06/2021
• Press release: Rocky Mountain Chocolate Factory Mails Definitive Proxy and Sends Letter to Stockholders (Press Release )
• Press release: Rocky Mountain Chocolate Factory Mails Definitive Proxy and Sends Letter to Stockholders (Press Release )
IPO Activity
ForgeRock, Inc.17 Sep 21
Underwriting Discount Disclosed
The underwriters received a discount of $1.6875 per share (a gross spread of 6.75%) and a total of $18.6 mil for underwriting ForgeRock, Inc.'s IPO
The underwriters received a discount of $1.6875 per share (a gross spread of 6.75%) and a total of $18.6 mil for underwriting ForgeRock, Inc.'s IPO
ForgeRock, Inc.17 Sep 21
IPO Price Disclosed
ForgeRock, Inc. set the price of its initial public offering of 11,000,000 shares at $25.00 per share, which is 4.2% above the high end of its $21.00 to $24.00 price range, for gross proceeds of $275 mil
ForgeRock, Inc. set the price of its initial public offering of 11,000,000 shares at $25.00 per share, which is 4.2% above the high end of its $21.00 to $24.00 price range, for gross proceeds of $275 mil
Enfusion, Inc.17 Sep 21
Registration Statement Filed
Enfusion, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Enfusion, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
AvidXchange Holdings, Inc.17 Sep 21
Registration Statement Filed
AvidXchange Holdings, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
AvidXchange Holdings, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Intermedia Cloud Communications, Inc.17 Sep 21
Other IPO Related
Intermedia Cloud Communications, Inc. has filed a registration statement amendment that removes all previous references to the number of shares to be issued in the IPO and the anticipated price range
Intermedia Cloud Communications, Inc. has filed a registration statement amendment that removes all previous references to the number of shares to be issued in the IPO and the anticipated price range
Intuity Medical, Inc.17 Sep 21
Registration Statement Filed
Intuity Medical, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Intuity Medical, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Pyxis Oncology, Inc.17 Sep 21
Registration Statement Filed
Pyxis Oncology, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Pyxis Oncology, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
AEON Biopharma, Inc.17 Sep 21
Registration Statement Filed
AEON Biopharma, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
AEON Biopharma, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
GitLab Inc.17 Sep 21
Registration Statement Filed
GitLab Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
GitLab Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Enact Holdings, Inc.17 Sep 21
Underwriting Discount Disclosed
The underwriters received a discount of $1.14 per share (a gross spread of 6%) and a total of $15 mil for underwriting Enact Holdings, Inc.'s IPO
The underwriters received a discount of $1.14 per share (a gross spread of 6%) and a total of $15 mil for underwriting Enact Holdings, Inc.'s IPO
Enact Holdings, Inc.17 Sep 21
IPO Price Disclosed
Enact Holdings, Inc. set the price of its downsized initial public offering of 13,310,400 shares at $19.00 per share, which was within the decreased $19.00 to $20.00 price range, for gross proceeds of $253 mil
Enact Holdings, Inc. set the price of its downsized initial public offering of 13,310,400 shares at $19.00 per share, which was within the decreased $19.00 to $20.00 price range, for gross proceeds of $253 mil
Learn CW Investment Corporation17 Sep 21
Shares Offered Decreased
Learn CW Investment Corporation decreased the number of units to be offered to 20,000,000 units from 25,000,000 units
Learn CW Investment Corporation decreased the number of units to be offered to 20,000,000 units from 25,000,000 units
ICZOOM Group, Inc.17 Sep 21
Shares Offered Disclosed
ICZOOM Group, Inc. disclosed plans to offer 4,400,000 Class A ordinary shares to the public
ICZOOM Group, Inc. disclosed plans to offer 4,400,000 Class A ordinary shares to the public
ICZOOM Group, Inc.17 Sep 21
Price Range Disclosed
ICZOOM Group, Inc. set the anticipated price range for its IPO at $5.00 to $6.00 per share
ICZOOM Group, Inc. set the anticipated price range for its IPO at $5.00 to $6.00 per share
IHS Holding Limited17 Sep 21
Registration Statement Filed
IHS Holding Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
IHS Holding Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Immix Biopharma, Inc.17 Sep 21
Registration Statement Filed
Immix Biopharma, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Immix Biopharma, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Definitive Healthcare Corp.16 Sep 21
Underwriting Discount Disclosed
The underwriters received a discount of $1.69 per share (a gross spread of 6.26%) and a total of $26.2 mil for underwriting Definitive Healthcare Corp.'s IPO
The underwriters received a discount of $1.69 per share (a gross spread of 6.26%) and a total of $26.2 mil for underwriting Definitive Healthcare Corp.'s IPO
Definitive Healthcare Corp.16 Sep 21
IPO Price Disclosed
Definitive Healthcare Corp. set the price of its initial public offering of 15,555,555 shares at $27.00 per share, which is 3.8% above the high end of its increased $24.00 to $26.00 price range, for gross proceeds of $420 mil
Definitive Healthcare Corp. set the price of its initial public offering of 15,555,555 shares at $27.00 per share, which is 3.8% above the high end of its increased $24.00 to $26.00 price range, for gross proceeds of $420 mil
Pasithea Therapeutics Corp.16 Sep 21
Shares Offered Increased
Pasithea Therapeutics Corp. increased the number of units to be offered to 4,800,000 from 2,898,551 units
Pasithea Therapeutics Corp. increased the number of units to be offered to 4,800,000 from 2,898,551 units
Pasithea Therapeutics Corp.16 Sep 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.40 per share (a gross spread of 8%) and a total of $1.92 mil for underwriting Pasithea Therapeutics Corp.'s IPO
The underwriters received a discount of $0.40 per share (a gross spread of 8%) and a total of $1.92 mil for underwriting Pasithea Therapeutics Corp.'s IPO
Pasithea Therapeutics Corp.16 Sep 21
IPO Price Disclosed
Pasithea Therapeutics Corp. set the price of its initial public offering of 4,800,000 units at $5.00 per unit, which was within the $5.00 to $7.00 price range, for gross proceeds of $24 mil
Pasithea Therapeutics Corp. set the price of its initial public offering of 4,800,000 units at $5.00 per unit, which was within the $5.00 to $7.00 price range, for gross proceeds of $24 mil
PROCEPT BioRobotics Corporation16 Sep 21
Shares Offered Increased
PROCEPT BioRobotics Corporation increased the number of common shares to be offered to 6,556,000 from 5,500,000 shares
PROCEPT BioRobotics Corporation increased the number of common shares to be offered to 6,556,000 from 5,500,000 shares
PROCEPT BioRobotics Corporation16 Sep 21
Underwriting Discount Disclosed
The underwriters received a discount of $1.75 per share (a gross spread of 7%) and a total of $11.5 mil for underwriting PROCEPT BioRobotics Corporation's IPO
The underwriters received a discount of $1.75 per share (a gross spread of 7%) and a total of $11.5 mil for underwriting PROCEPT BioRobotics Corporation's IPO
PROCEPT BioRobotics Corporation16 Sep 21
IPO Price Disclosed
PROCEPT BioRobotics Corporation set the price of its initial public offering of 6,556,000 shares at $25.00 per share, which is 4.2% above the high end of its $22.00 to $24.00 price range, for gross proceeds of $164 mil
PROCEPT BioRobotics Corporation set the price of its initial public offering of 6,556,000 shares at $25.00 per share, which is 4.2% above the high end of its $22.00 to $24.00 price range, for gross proceeds of $164 mil
Dutch Bros Inc.16 Sep 21
Underwriting Discount Disclosed
The underwriters received a discount of $1.4375 per share (a gross spread of 6.25%) and a total of $30.3 mil for underwriting Dutch Bros Inc.'s IPO
The underwriters received a discount of $1.4375 per share (a gross spread of 6.25%) and a total of $30.3 mil for underwriting Dutch Bros Inc.'s IPO
Dutch Bros Inc.16 Sep 21
IPO Price Disclosed
Dutch Bros Inc. set the price of its initial public offering of 21,052,632 shares at $23.00 per share, which is 15% above the high end of its $18.00 to $20.00 price range, for gross proceeds of $484 mil
Dutch Bros Inc. set the price of its initial public offering of 21,052,632 shares at $23.00 per share, which is 15% above the high end of its $18.00 to $20.00 price range, for gross proceeds of $484 mil
On Holding AG16 Sep 21
Underwriting Discount Disclosed
The underwriters received a discount of $1.26 per share (a gross spread of 5.25%) and a total of $39 mil for underwriting On Holding AG's IPO
The underwriters received a discount of $1.26 per share (a gross spread of 5.25%) and a total of $39 mil for underwriting On Holding AG's IPO
On Holding AG16 Sep 21
IPO Price Disclosed
On Holding AG set the price of its initial public offering of 31,100,000 shares at $24.00 per share, which is 9% above the high end of its increased $20.00 to $22.00 price range, for gross proceeds of $746 mil
On Holding AG set the price of its initial public offering of 31,100,000 shares at $24.00 per share, which is 9% above the high end of its increased $20.00 to $22.00 price range, for gross proceeds of $746 mil
Keter Group SA16 Sep 21
Registration Statement Filed
Keter Group SA filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Keter Group SA filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
CIIG Capital Partners II, Inc.16 Sep 21
Shares Offered Increased
CIIG Capital Partners II, Inc. increased the number of units to be offered to 25,000,000 units from 22,500,000 units
CIIG Capital Partners II, Inc. increased the number of units to be offered to 25,000,000 units from 22,500,000 units
DICE Therapeutics, Inc.16 Sep 21
Shares Offered Increased
DICE Therapeutics, Inc. increased the number of common shares to be offered to 12,000,000 from 10,000,000 shares
DICE Therapeutics, Inc. increased the number of common shares to be offered to 12,000,000 from 10,000,000 shares
DICE Therapeutics, Inc.16 Sep 21
Underwriting Discount Disclosed
The underwriters received a discount of $1.19 per share (a gross spread of 7%) and a total of $14.28 mil for underwriting DICE Therapeutics, Inc.'s IPO
The underwriters received a discount of $1.19 per share (a gross spread of 7%) and a total of $14.28 mil for underwriting DICE Therapeutics, Inc.'s IPO
DICE Therapeutics, Inc.16 Sep 21
IPO Price Disclosed
DICE Therapeutics, Inc. set the price of its initial public offering of 12,000,000 shares at $17.00 per share, which was within the $15.00 to $17.00 price range, for gross proceeds of $204 mil
DICE Therapeutics, Inc. set the price of its initial public offering of 12,000,000 shares at $17.00 per share, which was within the $15.00 to $17.00 price range, for gross proceeds of $204 mil
EzFill Holdings, Inc.16 Sep 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.30 per share (a gross spread of 7.5%) and a total of $1.875 mil for underwriting EzFill Holdings, Inc.'s IPO
The underwriters received a discount of $0.30 per share (a gross spread of 7.5%) and a total of $1.875 mil for underwriting EzFill Holdings, Inc.'s IPO
EzFill Holdings, Inc.16 Sep 21
IPO Price Disclosed
EzFill Holdings, Inc. set the price of its initial public offering of 6,250,000 shares at $4.00 per share
EzFill Holdings, Inc. set the price of its initial public offering of 6,250,000 shares at $4.00 per share
Thoughtworks Holding, Inc.16 Sep 21
Underwriting Discount Disclosed
The underwriters received a discount of $1.155 per share (a gross spread of 5.5%) and a total of $42.6 mil for underwriting Thoughtworks Holding, Inc.'s IPO
The underwriters received a discount of $1.155 per share (a gross spread of 5.5%) and a total of $42.6 mil for underwriting Thoughtworks Holding, Inc.'s IPO
Thoughtworks Holding, Inc.16 Sep 21
IPO Price Disclosed
Thoughtworks Holding, Inc. set the price of its initial public offering of 36,842,106 shares at $21.00 per share, which is 5% above the high end of its $18.00 to $20.00 price range, for gross proceeds of $774 mil
Thoughtworks Holding, Inc. set the price of its initial public offering of 36,842,106 shares at $21.00 per share, which is 5% above the high end of its $18.00 to $20.00 price range, for gross proceeds of $774 mil
IX Acquisition Corp.16 Sep 21
Registration Statement Filed
IX Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
IX Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
IX Acquisition Corp.16 Sep 21
Shares Offered Disclosed
IX Acquisition Corp. disclosed plans to offer 20,000,000 units, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant
IX Acquisition Corp. disclosed plans to offer 20,000,000 units, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant
IX Acquisition Corp.16 Sep 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.70 per share (a gross spread of 7%) and a total of $14 mil for underwriting IX Acquisition Corp.'s IPO
The underwriters received a discount of $0.70 per share (a gross spread of 7%) and a total of $14 mil for underwriting IX Acquisition Corp.'s IPO
IX Acquisition Corp.16 Sep 21
Other IPO Related
IX Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
IX Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
ForgeRock, Inc.15 Sep 21
Registration Statement Declared Effective
ForgeRock, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
ForgeRock, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
SOAR Technology Acquisition Corp.15 Sep 21
Registration Statement Declared Effective
SOAR Technology Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
SOAR Technology Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Enact Holdings, Inc.15 Sep 21
Registration Statement Declared Effective
Enact Holdings, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Enact Holdings, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Cue Health Inc.15 Sep 21
Shares Offered Disclosed
Cue Health Inc. disclosed plans to offer 12,500,000 common shares to the public
Cue Health Inc. disclosed plans to offer 12,500,000 common shares to the public
Cue Health Inc.15 Sep 21
Price Range Disclosed
Cue Health Inc. set the anticipated price range for its IPO at $15.00 to $17.00 per share
Cue Health Inc. set the anticipated price range for its IPO at $15.00 to $17.00 per share
Sportradar Group AG15 Sep 21
Underwriting Discount Disclosed
The underwriters received a discount of $1.64 per share (a gross spread of 7%) and a total of $31.1 mil for underwriting Sportradar Group AG's IPO
The underwriters received a discount of $1.64 per share (a gross spread of 7%) and a total of $31.1 mil for underwriting Sportradar Group AG's IPO
Sportradar Group AG15 Sep 21
IPO Price Disclosed
Sportradar Group AG set the price of its initial public offering of 19,000,000 shares at $27.00 per share, which was within the $25.00 to $28.00 price range, for gross proceeds of $513 mil
Sportradar Group AG set the price of its initial public offering of 19,000,000 shares at $27.00 per share, which was within the $25.00 to $28.00 price range, for gross proceeds of $513 mil
Tyra Biosciences, Inc.15 Sep 21
Shares Offered Increased
Tyra Biosciences, Inc. increased the number of common shares to be offered to 10,600,000 from 9,000,000 shares
Tyra Biosciences, Inc. increased the number of common shares to be offered to 10,600,000 from 9,000,000 shares
Tyra Biosciences, Inc.15 Sep 21
Underwriting Discount Disclosed
The underwriters received a discount of $1.12 per share (a gross spread of 7%) and a total of $12.1 mil for underwriting Tyra Biosciences, Inc.'s IPO
The underwriters received a discount of $1.12 per share (a gross spread of 7%) and a total of $12.1 mil for underwriting Tyra Biosciences, Inc.'s IPO
Tyra Biosciences, Inc.15 Sep 21
IPO Price Disclosed
Tyra Biosciences, Inc. set the price of its upsized initial public offering of 10,800,000 shares at $16.00 per share, which was within the $14.00 to $16.00 price range, for gross proceeds of $172.8 mil
Tyra Biosciences, Inc. set the price of its upsized initial public offering of 10,800,000 shares at $16.00 per share, which was within the $14.00 to $16.00 price range, for gross proceeds of $172.8 mil
Theseus Pharmaceuticals, Inc.15 Sep 21
Registration Statement Filed
Theseus Pharmaceuticals, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Theseus Pharmaceuticals, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Rose Hill Acquisition Corporation15 Sep 21
Registration Statement Filed
Rose Hill Acquisition Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Rose Hill Acquisition Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Rose Hill Acquisition Corporation15 Sep 21
Shares Offered Disclosed
Rose Hill Acquisition Corporation disclosed plans to offer 12,500,000 units, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant
Rose Hill Acquisition Corporation disclosed plans to offer 12,500,000 units, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant
Rose Hill Acquisition Corporation15 Sep 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.70 per share (a gross spread of 7%) and a total of $8.75 mil for underwriting Rose Hill Acquisition Corporation's IPO
The underwriters received a discount of $0.70 per share (a gross spread of 7%) and a total of $8.75 mil for underwriting Rose Hill Acquisition Corporation's IPO
Rose Hill Acquisition Corporation15 Sep 21
Other IPO Related
Rose Hill Acquisition Corporation disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Rose Hill Acquisition Corporation disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Sovos Brands, Inc.14 Sep 21
Shares Offered Disclosed
Sovos Brands, Inc. disclosed plans to offer 23,334,000 common shares to the public
Sovos Brands, Inc. disclosed plans to offer 23,334,000 common shares to the public
Sovos Brands, Inc.14 Sep 21
Price Range Disclosed
Sovos Brands, Inc. set the anticipated price range for its IPO at $14.00 to $16.00 per share
Sovos Brands, Inc. set the anticipated price range for its IPO at $14.00 to $16.00 per share
Sierra Lake Acquisition Corp.14 Sep 21
Registration Statement Declared Effective
Sierra Lake Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Sierra Lake Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Argo Blockchain plc14 Sep 21
Shares Offered Disclosed
Argo Blockchain plc disclosed plans to offer 7,500,000 American Depositary Shares (ADS) with each ADS representing ten ordinary shares
Argo Blockchain plc disclosed plans to offer 7,500,000 American Depositary Shares (ADS) with each ADS representing ten ordinary shares
WinVest Acquisition Corp.14 Sep 21
Registration Statement Declared Effective
WinVest Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
WinVest Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Definitive Healthcare Corp.14 Sep 21
Registration Statement Declared Effective
Definitive Healthcare Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Definitive Healthcare Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Pasithea Therapeutics Corp.14 Sep 21
Registration Statement Declared Effective
Pasithea Therapeutics Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Pasithea Therapeutics Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
PROCEPT BioRobotics Corporation14 Sep 21
Registration Statement Declared Effective
PROCEPT BioRobotics Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
PROCEPT BioRobotics Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Dutch Bros Inc.14 Sep 21
Registration Statement Declared Effective
Dutch Bros Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Dutch Bros Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Aesther Healthcare Acquisition Corp.14 Sep 21
Registration Statement Declared Effective
Aesther Healthcare Acquisition Corp. registration statement was declared effective by the Securities and Exchange Commission (SEC)
Aesther Healthcare Acquisition Corp. registration statement was declared effective by the Securities and Exchange Commission (SEC)
CIIG Capital Partners II, Inc.14 Sep 21
Registration Statement Declared Effective
CIIG Capital Partners II, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
CIIG Capital Partners II, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Endurance Acquisition Corp.14 Sep 21
Registration Statement Declared Effective
Endurance Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Endurance Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
DICE Therapeutics, Inc.14 Sep 21
Registration Statement Declared Effective
DICE Therapeutics, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
DICE Therapeutics, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
EzFill Holdings, Inc.14 Sep 21
Registration Statement Declared Effective
EzFill Holdings, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
EzFill Holdings, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Thoughtworks Holding, Inc.14 Sep 21
Registration Statement Declared Effective
Thoughtworks Holding, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Thoughtworks Holding, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Tyra Biosciences, Inc.14 Sep 21
Shares Offered Increased
Tyra Biosciences, Inc. increased the number of common shares to be offered to 9,000,000 from 6,700,000 shares
Tyra Biosciences, Inc. increased the number of common shares to be offered to 9,000,000 from 6,700,000 shares
Tyra Biosciences, Inc.14 Sep 21
Registration Statement Declared Effective
Tyra Biosciences, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Tyra Biosciences, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Renewable Energy Acquisition Corp.14 Sep 21
Registration Statement Filed
Renewable Energy Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Renewable Energy Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Renewable Energy Acquisition Corp.14 Sep 21
Shares Offered Disclosed
Renewable Energy Acquisition Corp. disclosed plans to offer 7,500,000 units, with each unit consisting of one Class A ordinary share, one redeemable warrant and one right
Renewable Energy Acquisition Corp. disclosed plans to offer 7,500,000 units, with each unit consisting of one Class A ordinary share, one redeemable warrant and one right
Renewable Energy Acquisition Corp.14 Sep 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.50 per share (a gross spread of 5%) and a total of $3.75 mil for underwriting Renewable Energy Acquisition Corp.'s IPO
The underwriters received a discount of $0.50 per share (a gross spread of 5%) and a total of $3.75 mil for underwriting Renewable Energy Acquisition Corp.'s IPO
Renewable Energy Acquisition Corp.14 Sep 21
Other IPO Related
Renewable Energy Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Renewable Energy Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Arbor Rapha Capital Bioholdings Corp. I14 Sep 21
Registration Statement Filed
Arbor Rapha Capital Bioholdings Corp. I filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Arbor Rapha Capital Bioholdings Corp. I filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Arbor Rapha Capital Bioholdings Corp. I14 Sep 21
Shares Offered Disclosed
Arbor Rapha Capital Bioholdings Corp. I disclosed plans to offer 15,000,000 units, with each unit consisting of one Class A ordinary share and one-third of one redeemable warrant
Arbor Rapha Capital Bioholdings Corp. I disclosed plans to offer 15,000,000 units, with each unit consisting of one Class A ordinary share and one-third of one redeemable warrant
Arbor Rapha Capital Bioholdings Corp. I14 Sep 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $8.25 mil for underwriting Arbor Rapha Capital Bioholdings Corp. I's IPO
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $8.25 mil for underwriting Arbor Rapha Capital Bioholdings Corp. I's IPO
Arbor Rapha Capital Bioholdings Corp. I14 Sep 21
Other IPO Related
Arbor Rapha Capital Bioholdings Corp. I disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Arbor Rapha Capital Bioholdings Corp. I disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Compass Digital Acquisition Corp.14 Sep 21
Registration Statement Filed
Compass Digital Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Compass Digital Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Compass Digital Acquisition Corp.14 Sep 21
Shares Offered Disclosed
Compass Digital Acquisition Corp. disclosed plans to offer 20,000,000 units, with each unit consisting of one Class A ordinary share and one-third of one redeemable warrant
Compass Digital Acquisition Corp. disclosed plans to offer 20,000,000 units, with each unit consisting of one Class A ordinary share and one-third of one redeemable warrant
Compass Digital Acquisition Corp.14 Sep 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $11 mil for underwriting Compass Digital Acquisition Corp.'s IPO
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $11 mil for underwriting Compass Digital Acquisition Corp.'s IPO
Compass Digital Acquisition Corp.14 Sep 21
Other IPO Related
Compass Digital Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Compass Digital Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
MiNK Therapeutics, Inc.14 Sep 21
Registration Statement Filed
MiNK Therapeutics, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
MiNK Therapeutics, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Knowlton Development Corporation, Inc.14 Sep 21
Shares Offered Disclosed
Knowlton Development Corporation, Inc. disclosed plans to offer 57,142,857 common shares to the public
Knowlton Development Corporation, Inc. disclosed plans to offer 57,142,857 common shares to the public
Knowlton Development Corporation, Inc.14 Sep 21
Price Range Disclosed
Knowlton Development Corporation, Inc. set the anticipated price range for its IPO at $13.00 to $15.00 per share
Knowlton Development Corporation, Inc. set the anticipated price range for its IPO at $13.00 to $15.00 per share
Clearwater Analytics Holdings, Inc.14 Sep 21
Shares Offered Disclosed
Clearwater Analytics Holdings, Inc. disclosed plans to offer 30,000,000 Class A common shares to the public
Clearwater Analytics Holdings, Inc. disclosed plans to offer 30,000,000 Class A common shares to the public
Clearwater Analytics Holdings, Inc.14 Sep 21
Price Range Disclosed
Clearwater Analytics Holdings, Inc. set the anticipated price range for its IPO at $14.00 to $16.00 per share
Clearwater Analytics Holdings, Inc. set the anticipated price range for its IPO at $14.00 to $16.00 per share
Brilliant Earth Group, Inc.14 Sep 21
Shares Offered Disclosed
Brilliant Earth Group, Inc. disclosed plans to offer 16,666,667 Class A common shares to the public
Brilliant Earth Group, Inc. disclosed plans to offer 16,666,667 Class A common shares to the public
Brilliant Earth Group, Inc.14 Sep 21
Price Range Disclosed
Brilliant Earth Group, Inc. set the anticipated price range for its IPO at $14.00 to $16.00 per share
Brilliant Earth Group, Inc. set the anticipated price range for its IPO at $14.00 to $16.00 per share
Remitly Global, Inc.14 Sep 21
Shares Offered Disclosed
Remitly Global, Inc. disclosed plans to offer 12,162,777 common shares to the public with Remitly Global selling 7,000,000 shares and selling shareholders offering 5,162,777 shares
Remitly Global, Inc. disclosed plans to offer 12,162,777 common shares to the public with Remitly Global selling 7,000,000 shares and selling shareholders offering 5,162,777 shares
Remitly Global, Inc.14 Sep 21
Price Range Disclosed
Remitly Global, Inc. set the anticipated price range for its IPO at $38.00 to $42.00 per share
Remitly Global, Inc. set the anticipated price range for its IPO at $38.00 to $42.00 per share
Enact Holdings, Inc.13 Sep 21
Shares Offered Decreased
Enact Holdings, Inc. decreased the number of common shares to be offered to 13,310,400 shares from 22,576,140 shares with all shares continuing to be sold by the selling shareholders
Enact Holdings, Inc. decreased the number of common shares to be offered to 13,310,400 shares from 22,576,140 shares with all shares continuing to be sold by the selling shareholders
Enact Holdings, Inc.13 Sep 21
Price Range Decreased
Enact Holdings, Inc. decreased the anticipated price range for its IPO to between $19.00 to $20.00 per share from $20.00 to $24.00 per share
Enact Holdings, Inc. decreased the anticipated price range for its IPO to between $19.00 to $20.00 per share from $20.00 to $24.00 per share
Freshworks Inc.13 Sep 21
Shares Offered Disclosed
Freshworks Inc. disclosed plans to offer 28,500,000 Class A common shares to the public
Freshworks Inc. disclosed plans to offer 28,500,000 Class A common shares to the public
Freshworks Inc.13 Sep 21
Price Range Disclosed
Freshworks Inc. set the anticipated price range for its IPO at $28.00 to $32.00 per share
Freshworks Inc. set the anticipated price range for its IPO at $28.00 to $32.00 per share
Definitive Healthcare Corp.13 Sep 21
Price Range Increased
Definitive Healthcare Corp. increased the anticipated price range for its IPO to $24.00 to $26.00 per share from $21.00 to $24.00 per share
Definitive Healthcare Corp. increased the anticipated price range for its IPO to $24.00 to $26.00 per share from $21.00 to $24.00 per share
EngageSmart, Inc.13 Sep 21
Shares Offered Disclosed
EngageSmart, Inc. disclosed plans to offer 14,550,000 common shares to the public with EngageSmart selling 13,000,000 shares and selling shareholders offering 1,550,000 shares
EngageSmart, Inc. disclosed plans to offer 14,550,000 common shares to the public with EngageSmart selling 13,000,000 shares and selling shareholders offering 1,550,000 shares
Corporate Governance Reports
Covid-19 Rights Plans ("Poison Pills") Revisited - 04/05/2021
One year removed from the Covid-19 related stock market crash and the resulting increase in the number of companies turning to poison pills, we revisit the status of these companies and plans. Read more
Delayed 2020 Annual Meetings Impact Key 2021 Advance Notice Deadlines - 02/23/2021
Companies that delayed the holding of their 2020 annual meeting that are returning to their traditional annual meeting schedule may be impacting advance notice deadlines for proposals and director nominations. A review of advance notice provisions and a feature that can require a resetting of the submission deadlines. Read more
Top Takeover Defense Changes of 2020 - 01/21/2021
Deal Point Data continuously tracks changes to corporate charters and bylaws for key governance and takeover defense changes. The public health impact of the COVID-19 pandemic led to an increase in changes to governing documents in 2020 including numerous companies making the changes necessary to facilitate virtual shareholder meetings. Read more
How Have Companies Responded to Delaware Supreme Court Upholding Federal Forum Provisions - 10/21/2020
A review of charter and bylaw filings in the six months since the Delaware Supreme Court upheld federal forum provisions ("FFP") shows that FFPs are becoming standard in the governing documents of IPO companies and among existing companies, an initial spike of adoptions that has steadily leveled off. Read more
Top Takeover Defense Changes of 2019 - 01/14/2020
Deal Point Data continuously tracks changes to corporate charters and bylaws for key governance and takeover defense changes. With much of the conversation surrounding corporate governance shifting away from shareholder rights to social and environmental issues, the volume of defense changes and updates to governing documents in general declined for companies of all sizes for a second year in a row. Read more
Top Takeover Defense Changes of 2018 - 01/14/2019
A review of Deal Point Data defense change and disclosure data for S&P 1500 companies in 2018 yields a few observations including governance best practices adopted by large cap companies continuing to trickle down to smaller companies, companies of all sizes are concerned with stockholder lawsuits, and absent traditional structural defenses, large cap companies are focusing on bylaw language, with very limited participation by stockholders. Read more
Votes to Ratify Poison Pills Have Become Routine as Plans
Evolve - 12/19/2018
It’s hard to believe that the votes associated with what was once the most controversial item in the corporate governance landscape have become downright routine. Since January 1, 2017, 74 out of the 75 company proposals to approve a poison pill (aka a shareholder rights plan) passed and the lone proposal that was voted down comes with an asterisk because it was not a typical vote. Read more
Peak Proxy Access Nomination Season - 10/31/2018
Governance activists waged a hard-fought battle to establish proxy access at public companies and ultimately succeeded as proxy access has been widely adopted. It is therefore rather surprising that we have yet to have a proxy access nomination go to an actual vote. If it is going to happen in the 2019 proxy season, we’re likely to know soon as we’ve entered the part of the calendar where proxy access notice windows are opening. Read more
Securities Offerings
IPOs - Record Unicorn Issuance
The first half of 2019 saw the début of 83 companies listing on U.S. stock exchanges through initial public offerings. The companies raised $34.3 billion a 9.4% decrease over the first six months of 2018. These statistics exclude Special Purpose Acquisition companies. Included in this cohort where 10 “Unicorns”, private companies, such as Uber, with pre-IPO valuations of at least one billion. According to Deal Point Data, this is the most Unicorn issues since IPO records began in 1980. Morgan Stanley topped the Deal Point Data U.S. IPO underwriting league table for the first half of 2019. Cooley was the number one ranked legal counsel to issuers while Davis Polk was the leading counsel to underwriters.
High-Yield Bonds
The dollar value of new issues of SEC registered high-yield bonds fell by 46.8% to $16.2 billion during the first six months of 2019 on a year-over-year basis. On a sequential basis, the dollar value increased by 62.6% compared to the dismal second half of 2018..