Closing

Cutting Edge AI Company GEDiCube and Cyclomics sign binding LOI to join forces and position themselves at the forefront of the global liquid biopsy marketplace

Retrieved on: 
Thursday, February 15, 2024

LOS ANGELES and AMSTERDAM, Feb. 15, 2024 (GLOBE NEWSWIRE) -- GEDiCube (moving forward RenovaroCube), a London and Netherlands-based advanced AI company and a wholly owned subsidiary of Renovaro Inc. (NASDAQ: RENB), announces it has executed a binding Letter of Intent (LOI) to acquire 75% of Cyclomics, a Dutch Company. Under the terms of the LOI, the parties have agreed to work in good faith on the drafting of a definitive agreement.

Key Points: 
  • Expected breakthroughs by combining technologies in (early) cancer detection and recurrence of cancer with a single vial of blood.
  • Cyclomics’ 4th generation liquid biopsy genomics platform is the first truly “Omni-Omic” blood test ready for AI application.
  • Under the terms of the LOI, the parties have agreed to work in good faith on the drafting of a definitive agreement.
  • The focus is on early cancer- and early recurrence detection, prediction of response to therapy, and personalized treatment, all via liquid biopsy tests.

Cutting Edge AI Company GEDiCube and Cyclomics sign binding LOI to join forces and position themselves at the forefront of the global liquid biopsy marketplace

Retrieved on: 
Tuesday, February 13, 2024

LOS ANGELES, Feb. 13, 2024 (GLOBE NEWSWIRE) -- GEDi Cube Intl Ltd., a London and Netherlands-based advanced AI company and a wholly owned subsidiary of Renovaro Inc. (NASDAQ: RENB), announces it has executed a binding Letter of Intent (LOI) to acquire 75% of Cyclomics, a Dutch Company. Under the terms of the LOI, the parties have agreed to work in good faith on the drafting of a definitive agreement.

Key Points: 
  • Expected breakthroughs by combining technologies in (early) cancer detection and recurrence of cancer with a single vial of blood.
  • The combined Companies aim to Disrupt Cancer Diagnosis and treatment through early disease and recurrence detection, prediction of response to treatment, and personalized therapy.
  • Under the terms of the LOI, the parties have agreed to work in good faith on the drafting of a definitive agreement.
  • I consider that to be a significant step towards bringing early detection of cancer to its inflection point.”

Global Technologies, Ltd. Enters into Letter of Intent to Acquire EV Space Company, GOe3, LLC

Retrieved on: 
Tuesday, January 2, 2024

The Company anticipates that the Proposed Transaction will be structured as a share-for-share exchange, with the Company’s shareholders retaining 30% and GOe3 receiving 70% of the combined Company.

Key Points: 
  • The Company anticipates that the Proposed Transaction will be structured as a share-for-share exchange, with the Company’s shareholders retaining 30% and GOe3 receiving 70% of the combined Company.
  • The Company will designate a new preferred stock to issue to the GOe3 members in exchange for the membership units.
  • At Closing, Bruce Brimacombe will be named the Company’s President and appointed to the Company’s Board of Directors.
  • “This is an exciting and important time at the Company,” stated Fredrick Cutcher, Chief Executive Officer of Global Technologies.

FLJ Group Limited Entered into a Definitive Agreement to Acquire Alpha Mind Technology Limited

Retrieved on: 
Wednesday, November 22, 2023

SHANGHAI, China, Nov. 22, 2023 (GLOBE NEWSWIRE) -- FLJ Group Limited (NASDAQ: FLJ) (“FLJ” or the “Company”), today entered into an equity acquisition agreement (the “Equity Acquisition Agreement”) with Alpha Mind Technology Limited (the “Target Company” or “Alpha Mind”) and the Target Company’s shareholders (the “Sellers”) to acquire all the issued and outstanding shares in the Target Company for an aggregate purchase price of US$180,000,000 or RMB equivalent (the “Acquisition”).

Key Points: 
  • SHANGHAI, China, Nov. 22, 2023 (GLOBE NEWSWIRE) -- FLJ Group Limited (NASDAQ: FLJ) (“FLJ” or the “Company”), today entered into an equity acquisition agreement (the “Equity Acquisition Agreement”) with Alpha Mind Technology Limited (the “Target Company” or “Alpha Mind”) and the Target Company’s shareholders (the “Sellers”) to acquire all the issued and outstanding shares in the Target Company for an aggregate purchase price of US$180,000,000 or RMB equivalent (the “Acquisition”).
  • Upon the closing of the Acquisition, Alpha Mind will become a wholly-owned subsidiary of the Company.
  • The Equity Acquisition Agreement contains representations, warranties, covenants and closing conditions of each of the parties thereto that are customary for transactions of this type.
  • If the closing of the Acquisition does not take place within 120 days after the signing of the equity acquisition agreement, either party may terminate the equity acquisition agreement.

DIGITAL ALLY, INC ANNOUNCES THIRD QUARTER 2023 OPERATING RESULTS

Retrieved on: 
Wednesday, November 15, 2023

LENEXA, Kansas, Nov. 15, 2023 (GLOBE NEWSWIRE) -- Digital Ally, Inc. (Nasdaq: DGLY) (the “Company” or “our”), today announced its operating results for the third quarter 2023.

Key Points: 
  • LENEXA, Kansas, Nov. 15, 2023 (GLOBE NEWSWIRE) -- Digital Ally, Inc. (Nasdaq: DGLY) (the “Company” or “our”), today announced its operating results for the third quarter 2023.
  • An investor conference call is scheduled for 11:15 a.m. EDT on Wednesday, November 15, 2023 (see details below).
  • We reported an operating loss of $5,148,043 and $6,567,023 for the three months ended September 30, 2023 and 2022, respectively, an improvement of $1,418,980 (22%).
  • The Company will host an investor conference call at 11:15 a.m. EDT on Wednesday, November 15, 2023, to discuss its third quarter 2023 financial results, corporate and individual subsidiary outlook, and previously announced corporate separation.

BZAM to Acquire Final Bell's Canadian Operation, forming 5th Largest Canadian L.P.; Adding Final Bell Holdings International as Strategic Shareholder

Retrieved on: 
Wednesday, December 6, 2023

"This Transaction combines BZAM's cultivation, production, and sales infrastructure with the exceptional portfolio of international brands that Final Bell has brought to market in Canada.

Key Points: 
  • "This Transaction combines BZAM's cultivation, production, and sales infrastructure with the exceptional portfolio of international brands that Final Bell has brought to market in Canada.
  • We are pleased to bring this team and these brands to BZAM," said Matt Milich, Chief Executive Officer of BZAM.
  • "This combination also brings in FBHI as an invaluable strategic shareholder to the Company, which creates additional opportunities for long term growth and value creation.
  • "(2)
    "This combination places the combined entity as the 5th largest Canadian L.P. on a proforma basis"(1)(2) said Robert Meyer, CEO of FBHI.

VSBLTY COMPLETES THE ACQUISITION OF SHELF NINE AND ANNOUNCES PROPOSED CONSOLIDATION

Retrieved on: 
Wednesday, November 1, 2023

PHILADELPHIA, Oct. 31, 2023 /PRNewswire/ -- VSBLTY Groupe Technologies Corp. (the "Company" or "VSBLTY") (OTCQB: VSBGF) (CSE: VSBY) (Frankfurt 5VS), a leading AI software provider of security and retail analytics technology, is pleased to announce the closing of its previously announced acquisition (the "Transaction") of Shelf Nine LLC ("Shelf Nine"). Shelf Nine is a leader in retail media networks, providing brands and retailers specifically targeted digital media advertising and other customer communications content delivered at the point of purchase. The Company further announces that it will consolidate its common shares in the capital of the Company (the "Shares") on the basis of ten (10) existing Shares for each one (1) new share (the "Consolidation"), effective as of November 3, 2023.

Key Points: 
  • "We are extremely excited to complete our acquisition of Shelf Nine," explained VSBLTY Co-founder & CEO Jay Hutton.
  • At Closing, VSBLTY, through Subco, has also agreed to assume approximately US$336,096.67 in existing promissory notes of Shelf Nine (the ("Loan").
  • In accordance with the Articles of the Company, shareholders' approval is not required for the Consolidation, but the Consolidation remains subject to the approval of the CSE.
  • Topic: VSBLTY Shelf Nine Discussion (Jay Hutton, CEO, Luiz Barros, Executive Chairman, and Mike Manion, President/CEO of Shelf Nine)
    Register in advance for this webinar:

VSBLTY ENTERS DEFINITIVE AGREEMENT TO ACQUIRE SHELF NINE

Retrieved on: 
Wednesday, October 25, 2023

PHILADELPHIA, Oct. 25, 2023 /PRNewswire/ -- VSBLTY Groupe Technologies Corp. (the "Company" or "VSBLTY") (OTCQB: VSBGF) (CSE: VSBY) (Frankfurt 5VS), a leading AI software provider of security and retail analytics technology, is pleased to announce that it has entered into a definitive purchase agreement dated October 19, 2023 (the "Purchase Agreement") to acquire Shelf Nine LLC ("Shelf Nine"), a leader in retail media networks. 

Key Points: 
  • PHILADELPHIA, Oct. 25, 2023 /PRNewswire/ -- VSBLTY Groupe Technologies Corp. (the "Company" or "VSBLTY") (OTCQB: VSBGF) (CSE: VSBY) (Frankfurt 5VS), a leading AI software provider of security and retail analytics technology, is pleased to announce that it has entered into a definitive purchase agreement dated October 19, 2023 (the "Purchase Agreement") to acquire Shelf Nine LLC ("Shelf Nine"), a leader in retail media networks.
  • VSBLTY software enables these networks to deliver brands and retailers "first of its kind" computer vision driven data analytics about their customers.
  • Pursuant to the Purchase Agreement, VSBLTY will also settle USD$132,900 in existing debts of Shelf Nine through the issuance of 3,322,500 Shares to the creditor, Village Super Market, Inc. ("Village").
  • At Closing, VSBLTY, through its wholly-owned subsidiary, VSBLTY, Inc. ("Subco"), has also agreed to assume approximately US$336,096.67 in existing promissory notes of Shelf Nine the ("Loan").

Urgently Announces Anticipated Closing of Merger With Otonomo Technologies

Retrieved on: 
Wednesday, October 18, 2023

In accordance with the terms of the Agreement and Plan of Merger, dated February 9, 2023, among Urgently, Otonomo Technologies Ltd. (Nasdaq: OTMO) (“Otonomo”) and U.O Odyssey Merger Sub Ltd (“Merger Sub”) (the “Merger Agreement”), pursuant to which, among other things, Merger Sub will merge with and into Otonomo, with Otonomo surviving as a direct wholly owned subsidiary of Urgently (the “Merger”), the exchange ratio has been determined to be 0.51756 shares of Urgently common stock per Otonomo ordinary share (the “Exchange Ratio”), which reflects an implied equity valuation of approximately $282 million on a combined company basis.

Key Points: 
  • In accordance with the terms of the Agreement and Plan of Merger, dated February 9, 2023, among Urgently, Otonomo Technologies Ltd. (Nasdaq: OTMO) (“Otonomo”) and U.O Odyssey Merger Sub Ltd (“Merger Sub”) (the “Merger Agreement”), pursuant to which, among other things, Merger Sub will merge with and into Otonomo, with Otonomo surviving as a direct wholly owned subsidiary of Urgently (the “Merger”), the exchange ratio has been determined to be 0.51756 shares of Urgently common stock per Otonomo ordinary share (the “Exchange Ratio”), which reflects an implied equity valuation of approximately $282 million on a combined company basis.
  • Urgently believes that based on the terms of the Merger Agreement and Urgently’s convertible securities, the implied price for Urgently’s common stock immediately prior to Closing would be $21.18 per share.
  • In connection with Closing, Otonomo ordinary shares are expected to cease trading following market close on Wednesday, October 18.
  • Readers should also carefully review the risk factors described in other documents that Otonomo and Urgently file from time to time with the SEC.

Gravitas Education Holdings, Inc. Announces Extension of the Outside Date of the Merger

Retrieved on: 
Wednesday, October 18, 2023

BEIJING, Oct. 18, 2023 /PRNewswire/ -- Gravitas Education Holdings, Inc. (NYSE: GEHI) ("GEHI" or the "Company"), a leading early childhood education service provider in China, today announced that the Company entered into an omnibus amendment and waiver (the "Amendment Agreement") to extend the outside date of the closing (the "Closing") of the Merger (as defined below) to January 18, 2024 considering the extra time that may be needed for the parties to complete the Merger.

Key Points: 
  • BEIJING, Oct. 18, 2023 /PRNewswire/ -- Gravitas Education Holdings, Inc. (NYSE: GEHI) ("GEHI" or the "Company"), a leading early childhood education service provider in China, today announced that the Company entered into an omnibus amendment and waiver (the "Amendment Agreement") to extend the outside date of the closing (the "Closing") of the Merger (as defined below) to January 18, 2024 considering the extra time that may be needed for the parties to complete the Merger.
  • As previously announced, the Company, Bright Sunlight Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of the Company (the "Merger Sub"), Best Assistant Education Online Limited, a Cayman Islands exempted company ("Best Assistant") and a controlled subsidiary of NetDragon Websoft Holdings Limited (HKEX: 0777, "NetDragon"), a Cayman Islands exempted company, and solely for purposes of certain named sections thereof, NetDragon entered into the agreement and plan of merger (the "Merger Agreement") on April 18, 2023, which contemplates that Best Assistant will transfer the education business of NetDragon outside of the PRC to Elmtree Inc., a Cayman Islands exempted company limited by shares wholly owned by Best Assistant ("eLMTree"), and Merger Sub will merge with and into eLMTree with eLMTree continuing as the surviving company and becoming a wholly owned subsidiary of the Company (the "Merger").
  • eLMTree has executed and delivered a joinder to the Merger Agreement on August 18, 2023.
  • Pursuant to the Amendment Agreement, the parties also agreed to change the composition of the board of the Company immediately after the effective time of the Merger, to adjust the number of shares of the Company to be sold by certain existing shareholders of the Company pursuant to a share purchase agreement dated April 18, 2023, to NetDragon Websoft Inc., a company incorporated in the British Virgin Islands and a wholly-owned subsidiary of NetDragon (the "Secondary Sale"), to waive certain condition precedent to the closing of the Secondary Sale and the closing of the divestiture of the Company's education business in China to Rainbow Companion, Inc., and on certain additional logistical matters related to the Closing.