# 16 C.F.R. Part 803 – Appendix (2025) > Briefs, arguments, decisions, and more. URL: https://www.frixlaw.com/law-library/documents/agency%3Aftc%3A65e83366c650d06e ## Record - **Collection:** Agency decision - **Document type:** Agency decision ## Text 16 C.F.R. Part 803 – Appendix Notification and Report Form for Certain Mergers and Acquisitions Acquiring Person FEE INFORMATION Total Filing Fee: Select Filing Fee. Paid By: Name of Payer ☒ Acquiring Person Amount Paid PNO Pharmaceutical Company $265,000.00 ☐ Acquired Person ☐ Both Check Number EWT Institution & Confirmation Number N/A US Bank 123456789 GENERAL INFORMATION Post-Consummation Filing? Cash Tender Offer? Bankruptcy? ☐ Yes ☐ Yes ☐ Yes ☒ No ☒ No ☒ No Do you request early termination of the waiting period? ☒ Yes ☐ No (Grants of early termination are published in the Federal Register and on the FTC website.) ULTIMATE PARENT ENTITY (UPE) INFORMATION ► UPE Details Name: PNO Wellness plc _______________________________________________________________________________________________________ Headquarters Address: 1212 Mulberry Street _________________________________ City: London ___________________________ State: _________ Address Line 2: Suite 900 _____________________________ Zip Code: W11 2BQ ____ Country: England _____________________________ Website: www.pnowellness.com __________________________________________________________________________________________________ Entity Type: The UPE of the acquiring person is a(n)? ☒ Corporation ☐ Unincorporated Entity ☐ Natural Person ☐ Other (Specify): _________________________________________ FILING MADE ON BEHALF OF THE UPE Name and address of filing notification entity, if different than UPE (Name, Address, City, State, Zip Code, and Country) ☐ Not Applicable. PNO Pharmaceutical Company ☒ This report is being filed on behalf of the ultimate parent entity by another entity within the same person authorized by it to file pursuant to § 803.2(a). 700 Main Street Atlanta, GA 30301 United States ☐ This report is being filed on behalf of a foreign person pursuant to § 803.4. PRIMARY HSR REPORT CONTACT SECONDARY HSR REPORT CONTACT SECOND REQUEST CONTACT Name: Samantha Scott Harold Rodino Samantha Scott Firm/Company: M&A, LLP M&A, LLP M&A, LLP Address: 5252 Lafayette Avenue, Suite 1 5252 Lafayette Avenue, Suite 1 5252 Lafayette Avenue, Suite 1 City, State, Zip Code: New York, NY 10001 New York, NY 10001 New York, NY 10001 Country: United States United States United States Telephone Number: 212-555-5555 212-555-5555 212-555-5555 E-Mail Address: sscott@mandalaw.com hrodino@mandalaw.com sscott@mandalaw.com UPE ANNUAL REPORTS AND FINANCIAL INFORMATION Central Index Key (CIK) Number 0000123456 Annual/Audit Report Document # or Link www.pnowellness.com/uploads/annualreport Date of Annual/Audit Report 12/31/2024 FTC FORM C4 (rev. October 2024) OMB 3084-0005 Page 1 of 12 16 C.F.R. Part 803 – Appendix A – Acquiring Person Name of Acquiring Person UPE: PNO Wellness plc Date: 2/10/2025 Does the person filing notification stipulate that the acquiring person meets the size of person test? See 15 U.S.C. § 18a(a). ☐ Yes, the lower size of person test ☒ Yes, the higher size of person test ☐ N/A MINORITY SHAREHOLDERS OR INTEREST HOLDERS Entity PNO Holding Company ☐ None Minority Holder & D/B/A Name B Fund 1 (dba The Healers) HQ Address Percent Held 555 Everly Way, New York, NY 10001 49% ► Acquiring Person Structure ENTITIES WITHIN THE ACQUIRING PERSON Company or Operating Business d/b/a Name(s): Entity Name City State Zip Code Country PNO Holding Company Atlanta GA 30301 USA PNO Pharmaceuticals d/b/a PNO Pharma Atlanta GA 30301 USA NY Acquisition Sub, LLC Atlanta GA 30301 USA ANNUAL REPORTS AND AUDIT REPORTS Central Index Key (CIK) Number Acquiring Entity or Overlapping Entity PNO Pharmaceutical Company 0000654321 Annual/Audit Report File Name or Link #1 A-1 Annual Financials Date of Annual/Audit Report 12/31/2024 ► Additional Acquiring Person Information OWNERSHIP STRUCTURE Description of the ownership structure of the acquiring entity NY Acquisition Sub, LLC is wholly owned by PNO Pharmaceutical Company, which is wholly owned by PNO Holding Company. PNO Wellness plc holds 51% of PNO Holding Company. The remaining 49% is held by B Fund 1. Document # of organizational chart for fund or MLP (or N/A) N/A OFFICERS AND DIRECTORS Name of Entity Within Acquiring Person PNO Holding Company Name of Officer or Director William Pierce Title List of Other Entities Vice Chair B Fund 1 TRANSACTION INFORMATION ► Parties ACQUIRING UPE(S) ACQUIRED UPE(S) Name: PNO Wellness plc Name: Beta, Inc. Address: 1212 Mulberry Street Address: 450 Capital Boulevard Address Line 2: Suite 900 Address Line 2: City, State, Zip Code: London W11 2BQ City, State, Zip Code: Albany, NY 12201 Country: United Kingdom Country: United States Website: www.pnowellness.com Website: www.betacompany.com FTC FORM C4 (rev. October 2024) OMB 3084-0005 Page 2 of 12 16 C.F.R. Part 803 – Appendix A – Acquiring Person Name of Acquiring Person UPE: PNO Wellness plc Date: 2/10/2025 ACQUIRING ENTITY(IES) – (Tab to add additional “Acquiring Entity” entries.) TARGET – (Tab to add additional “Target” entries.) Name: NY Acquisition Sub, LLC Name: New York Originators, Inc. Address: 7000 Main Street Address: 6820 Washington Avenue Address Line 2: Address Line 2: City, State, Zip Code: Atlanta, GA 30301 City, State, Zip Code: New York, NY 10001 Country: United States Country: United States Website: Website: www.nycoriginators.com ► Transaction Details Is this transaction subject to § 801.30? ☐ Yes, Specify Type(s) ☒ No TRANSACTION TYPE Check all that apply: ☒ Acquisition of voting securities ☐ Formation of a joint venture, other corporation, or unincorporated entity (see §§ 801.40 and 801.50) ☐ Acquisition subject to § 801.31 ☐ Secondary acquisition subject to § 801.4 ☐ Acquisition subject to § 801.2(e) ☐ Other, specify ______________________________ ☐ Acquisition of non-corporate interests ☐ Acquisition of assets ☐ Merger (see § 801.2) ☐ Consolidation (see § 801.2) ACQUISITION DETAILS Percentage of voting securities already held %0 Percentage of non-corporate interests already held %0 Value of voting securities already held ($MM) $0 Value of non-corporate interests already held ($MM) $0 Total percentage of voting securities to be held as a result of the acquisition % 100 Total percentage of non-corporate to be held as a result of the acquisition %0 Total value of voting securities to be held as a result of the acquisition ($MM) Total value of non-corporate securities to be held as a result of the acquisition ($MM) Total value of assets to be held as a result of the acquisition ($MM) Aggregate total value ($MM) $0 $0 $ 570.00 ☐ $100 million (as adjusted) ☐ $500 million (as adjusted) $ 570.00 NOTIFICATION THRESHOLD ☐ $50 million (as adjusted) FTC FORM C4 (rev. October 2024) OMB 3084-0005 Page 3 of 12 ☐ 25% ☒ 50% ☐ N/A 16 C.F.R. Part 803 – Appendix A – Acquiring Person Name of Acquiring Person UPE: PNO Wellness plc Date: 2/10/2025 ► Transaction Description BUSINESS OF THE ACQUIRING PERSON BUSINESS OF THE TARGET NON-REPORTABLE UPE(S) PNO Wellness plc (PNO”) is a global manufacturer of pharmaceutical products across general and specialty medicines. Its product profile includes prescription medications in cardiology, endocrinology, hematology, and oncology. NY Originators, Inc. (“NYO”) is a research and development group founded with the goal of developing new treatments for cancer. [none] Pursuant to a Purchase Agreement dated January 10, 2025, PNO will acquire 100% of the voting securities of NYO from Beta, Inc. ("Beta") for approximately $570 million. In addition, PNO and Beta will enter into a supply agreement. PNO has created an acquisition vehicle, NY Acquisition Sub, LLC, for the purposes of consummating the transaction. TRANSACTION DESCRIPTION Consummation of the transaction is scheduled to take place as soon as practicable, and is contingent upon, among other things, satisfactory completion of the conditions outlined in the Purchase Agreement, including the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Project New York and Project NYO are code names for the transaction. RELATED TRANSACTIONS Does the transaction that is the subject of this filing have related filings? ☐ Yes ☒ No ☐ Unknown If the transaction has related filings, indicate whether the related filing(s) (choose all that apply): ☐ Is a principal transaction that triggers one or more shareholder ☐ Is a joint venture backside transactions ☐ Is a consolidation ☐ Is a shareholder backside transaction ☐ Is an exchange of assets ☐ Has more than one acquiring UPE ☐ Has one or more filings in the alternative ☐ Has more than one acquired UPE ☐ Other, explain:_________________________________________ ☐ Has more than one reportable step Party Names or Transaction Numbers for Related Transactions: ► Transactions Subject to International Antitrust Notification Has (or will) a non-U.S. antitrust or competition authority been (or be) notified of the transaction? Jurisdiction United Kingdom Competition & Markets Authority FTC FORM C4 (rev. October 2024) OMB 3084-0005 ☐ No ☒ Yes (provide details below) Date Notified Est. February 2025 Page 4 of 12 16 C.F.R. Part 803 – Appendix A – Acquiring Person Name of Acquiring Person UPE: PNO Wellness plc Date: 2/10/2025 ► Additional Transaction Information TRANSACTION RATIONALE ☐ Not applicable, select 801.30 transaction NYO’s unique platform for developing XYZ inhibitors will serve to accelerate PNO’s entry into the market – fast-tracking drug development across solid tumors and hematologic malignancies. Project New York Investment Thesis Harness Innovation Leverage NYO’s unique drug development technology platform Implement NYO’s innovative approaches to R&D to drive progress and competitive advantage Accelerate Commercialization & Expand Product Portfolio Utilize PNO’s government affairs office to facilitate FDA review/approval of target molecules Leverage PNO’s marketing expertise to support new product commercialization Reduce Costs and Increase Revenues Maximize economies of scale across company verticals (marketing, med affairs, etc.) Develop bundled offerings to realize synergies across the continuum of care DOCUMENT NUMBERS RELATED TO TRANSACTION RATIONALE Doc #3 (D-1) at 2; Doc #5 (D-3), at 4-5; Doc #6 (D-4) at 2; Doc #7 (D-5) at 6-7; Doc #10 (D-8) at 7-10 DOCUMENT # FOR TRANSACTION DIAGRAM ☐ Not applicable, select 801.30 transaction Doc #2 (C-1) (Transaction Diagram) ► Joint Ventures Complete only if acquisition is the formation of a joint venture corporation or unincorporated entity ☒ Not Applicable CONTRIBUTIONS TO BE MADE DESCRIPTION OF CONSIDERATION DESCRIPTION OF THE BUSINESS OF THE JOINT VENTURE JOINT VENTURE NAICS CODES 6-Digit Code Code Description ► Business Documents TRANSACTION RELATED DOCUMENTS Privileged Document # Document Title Estimated Date ☐ 3 D-1 PNO Wellness Board Presentation re Project New York October 9, 2024 ☐ 4 D-2 Market Share Analysis ☐ 5 ☐ 6 ☐ Author/Title Marta Jones, CEO, PNO Pharma November 6, 2024 James Jones, EVP of U.S. Strategy, PNO Pharma September 12, 2024 Earl James, VP of Corporate Development, PNO Pharma D-4 Report on Project New York, presentation to Chloe Lewis August 15, 2024 Allen Dexter, Manager, PNO Pharma 7 D-5 Analysis of Project New York August 22, 2024 Chloe Lewis, Senior Manager, PNO Pharma ☐ 8 D-6 Confidential Information Memorandum presented to PNO Wellness July 11, 2024 M&A Advisory Firm, received by Chloe Lewis, CEO, PNO Pharma ☐ 9 D-7 Banker’s Presentation to PNO Wellness July 18, 2024 Coal Hill Bank, received by Chloe Lewis, CEO, PNO Pharma FTC FORM C4 (rev. October 2024) OMB 3084-0005 D-3 Management Presentation Page 5 of 12 16 C.F.R. Part 803 – Appendix A – Acquiring Person Name of Acquiring Person UPE: PNO Wellness plc Date: 2/10/2025 ☐ 10 D-8 Synergy document – Research Department, PNO Pharma September 12, 2024 Chet Oswald, VP Research & Development, PNO Pharma ☐ 11 D-9 Email exchange December 2-4, 2024 Between Marta Jones, CEO, PNO Pharma, and Chloe Lewis, Senior Manager, PNO Pharma PLANS AND REPORTS ☐ Not Applicable, Select 801.30 Transaction Privileged Document # ☐ 12 ☐ 13 Estimated Date Author/Title E-1 PNO Quarterly Review April 15, 2024 Roger Tyler, VP Marketing, PNO Pharma E-2 PNO Quarterly Review July 15, 2024 Roger Tyler, VP Marketing, PNO Pharma 14 E-3 PNO Quarterly Review October 14, 2024 Roger Tyler, VP Marketing, PNO Pharma 15 E-4 PNO Quarterly Review Jan 14, 2025 Roger Tyler, VP Marketing, PNO Pharma 16 E-5 Performance Report April 15, 2024 Jane Lannister, VP Sales, PNO Pharma 17 E-6 Performance Report July 15, 2024 Jane Lannister, VP Sales, PNO Pharma 18 E-7 Performance Report October 14, 2024 Jane Lannister, VP Sales, PNO Pharma 19 E-8 Performance Report Jan. 14, 2025 Jane Lannister, VP Sales, PNO Pharma 20 E-9 Annual Strategic Plan March 22, 2024 Marta Jones, CEO, PNO Pharma 21 E-10 Fact Sheet August 26, 2024 Roberta Tyrell, Secretary, PNO Pharma 22 E-11 Competitor Analysis March 9, 2024 Pharma Consultants, LLC 23 E-12 R&D Report February 19, 2024 Chet Oswald, VP Research & Development, PNO Pharma Privilege Log Document # #24 (G-1) (Privilege Log) ☐ Document Title ► Agreements TRANSACTION-SPECIFIC AGREEMENTS ☐ Not Applicable, 801.30 or Bankruptcy Document # Document Title 25 F-1 Purchase Agreement between PNO Wellness plc and Beta, Inc. 26 F-2 Draft Covenant Not to Compete and Non-Solicitation Agreement 27 F-3 Supply Agreement between PNO Wellness plc and Beta, Inc. OTHER AGREEMENTS BETWEEN THE ACQUIRING PERSON AND TARGET Does the acquiring person have (or within one year of filing, had) any agreements with the target? ☒ No ☐ Yes (provide details below) Has Type of Agreement Type ☐ Yes ☒ No Agreement with non-compete or non-solicitation terms between the acquiring person and target ☐ Yes ☒ No Lease ☐ Yes ☒ No Licensing Agreement ☐ Yes ☒ No Master Service Agreement ☐ Yes ☒ No Operating Agreement ☐ Yes ☒ No Supply Agreement ☐ Yes ☒ No Other COMPETITION DESCRIPTIONS ☐ Not Applicable, Select 801.30 Transaction FTC FORM C4 (rev. October 2024) OMB 3084-0005 Page 6 of 12 16 C.F.R. Part 803 – Appendix A – Acquiring Person Name of Acquiring Person UPE: PNO Wellness plc Date: 2/10/2025 ► Overlap Description Briefly describe the acquiring person’s principal categories of products or services. PNO Wellness manufactures drugs in four therapeutic areas: Cardiac drugs used to treat medical conditions associated with the heart and circulatory system. Endocrinology medications used to treat disorders of the endocrine system and metabolism. Hematologic drugs that act on blood and blood-forming organs and are used to treat anemia, bleeding disorders, and blood clots. Oncology drugs used to treat cancer, including chemotherapy agents, targeted therapies, and immunotherapies. List and briefly describe current and known planned products or services that compete (or could compete) with the target. (See Instructions) TYROSINE KINASE INHIBITORS – growth blockers that prevent cancer cells from growing and dividing. Adedog (adalinimib) - ABC inhibitor Lester (leslinimib) - DEF inhibitor Cynthate (cynthinimib) - GHI inhibitor CHEMOTHERAPIES – drugs to target and kill fast-growing cancer cells. Fancimate (ericatere) - antimitochondrate Cutate (chalrotere) - totallytubularite IMMUNOTHERAPIES – biological therapies that use the body’s immune system to slow, stop and kill cancerous cells. Smartate (isabelamab) - USY-ate Pufuda (pufimab) - PDY-ate Belaball (baelimab) - BLB-ate Competing Product or Service Details ☐ None Product or Service: Sales ($): 1,100 MM Oncology Drugs Categories of Customers: National distributors of oncological pharmaceuticals and related products Top 10 Customers Overall: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. ABB Health CDD Wholesalers BCC Cares EFF Supply DEE Distributors XYZ Caredrop JKF Drug Distributors GGH Wholesalers PHC Express LMN Opie Top 10 Customers by Category: [See above] ► Supply Relationships Description RELATED SALES List and briefly describe the acquiring person’s products, services, or assets that are supplied to the target or a business that competes with the target. (See Instructions) PNO Wellness supplies the following plant-based compounds for use in clinical trials for the development of cancer drugs – babinka altoids, a class of compounds that can inhibit the growth of tumor cells, and pogotoxin analogs, a class of compounds that can block cell division. FTC FORM C4 (rev. October 2024) OMB 3084-0005 Page 7 of 12 16 C.F.R. Part 803 – Appendix A – Acquiring Person Name of Acquiring Person UPE: PNO Wellness plc Date: 2/10/2025 Product, Service, or Asset Details Product, Service, or Asset: ☐ None Sales to Target ($): 0 Sales to Target’s Competitors ($): 11 MM Top 10 Customers: 1. CerDev Medical Description of Supply or Licensing Agreement: Supply Agreement between PNO Wellness and CerDev Medical dated March 9, 2024, pursuant to which PNO will supply certain plant-based compounds to CerDev Medical for a term of up to 5 years. RELATED PURCHASES List and briefly describe the products, services, or assets that are purchased by the acquiring person from the target or a business that competes with the target. (See Instructions) Product, Service, or Asset Details Product, Service, or Asset: ☒ None Purchases from Target ($): Purchases from Target’s Competitors ($): Top 10 Suppliers: Description of Purchase or Licensing Agreement: REVENUE AND OVERLAPS Does the acquiring person have US revenue? ☒ Yes ☐ No, explain: ____________________________________________________________ ► NAICS Codes Revenue Range 6-Digit Code Code Description Operating Business 325411 Medicinal chemicals, uncompounded, manufacturing PNO Pharmaceutical Company <$10MM $10MM $100MM $100MM $1B >$1B Overlap X ☒ ► Controlled Entity Geographic Overlaps STATE LEVEL REPORTING NAICS Code ☐ None Code Description Operating Business and D/B/A Name(s) Person or Associate? States and Total Number 325411 Medicinal chemicals, uncompounded, manufacturing PNO Pharmaceutical Company (dba PNO Pharma) Person National 325411 Medicinal chemicals, uncompounded, manufacturing MedDev Inc. Associate National FTC FORM C4 (rev. October 2024) OMB 3084-0005 Page 8 of 12 16 C.F.R. Part 803 – Appendix A – Acquiring Person Name of Acquiring Person UPE: PNO Wellness plc Date: 2/10/2025 STREET LEVEL REPORTING ☒ None NAICS Code and Description: Operating Business and D/B/A Name(s) Person or Associate State ZIP Code County Street Address ► Minority-Held Entity Overlaps ☒ None Entity Held and D/B/A Name(s) Percentage Held Person or Associate? Held By NAICS Code or Industry Overlap with Target ► Prior Acquisitions ☐ None Overlapping 6-Digit NAICS Code and Description or Overlap Product or Service Description 325411 Medicinal chemicals, uncompounded, manufacturing Acquired Entity and Former HQ Address Nevada Drug Company 400 Lucky Boulevard Las Vegas, NV 89101 Transaction Type Consummation Date Asset acquisition June 14, 2022 ADDITIONAL INFORMATION ► Subsidies from Foreign Entities or Governments of Concern SUBSIDIES ☒ None ☐ Yes (provide details below) Entity or Government Description COUNTERVAILING DUTIES IMPOSED Product ☒ None ☐ Yes (provide details below) Duty Imposed Jurisdiction COUNTERVAILING DUTY INVESTIGATIONS ☒ None ☐ Yes (provide details below) Product Jurisdiction Conducting Investigation ► Defense or Intelligence Contracts ☒ None ☐ Not Applicable, Select 801.30 Transaction Entity Within Acquiring Person Contracting Office ID Contracting Office Award ID NAICS Codes ► Voluntary Waivers INTERNATIONAL COMPETITION AUTHORITIES (VOLUNTARY) The acquiring person agrees to waive the disclosure exemption in the HSR Act for the following competition authorities: 1. UK Competition & Markets Authority __________________________ FTC FORM C4 (rev. October 2024) OMB 3084-0005 ☐ None 2. _______________________________________________________ Page 9 of 12 16 C.F.R. Part 803 – Appendix A – Acquiring Person Name of Acquiring Person UPE: PNO Wellness plc 3. Date: 2/10/2025 ______________________________________________________ 5. _______________________________________________________ 4. _______________________________________________________ 6. _______________________________________________________ STATE ATTORNEYS GENERAL (VOLUNTARY) The acquiring person agrees to waive the disclosure exemption in the HSR Act for the following states: State ☒ None Permit Disclosure of Fact of Notification and Waiting Period Information and Documents ☐ ☐ ► End Notes ☒ None Number FTC FORM C4 (rev. October 2024) OMB 3084-0005 Note Page 10 of 12 16 C.F.R. Part 803 – Appendix A – Acquiring Person Name of Acquiring Person UPE: PNO Wellness plc Date: 2/10/2025 CERTIFICATION PENALTIES FOR FALSE STATEMENTS Federal law provides criminal penalties, including up to twenty years imprisonment, for any person who knowingly alters, destroys, mutilates, conceals, covers up, falsifies, or makes a false entry in any record, document, or tangible object with the intent to impede, obstruct, or influence an ongoing or anticipated federal investigation (see, e.g., Section 1519 of Title 18, United States Code.). It is also a criminal offense to knowingly make a false statement in a federal investigation, obstruct a federal investigation, or conspire to obstruct justice or obstruct or impede the lawful functioning of the government (see, e.g., Sections 371, 1001, and 1505 of Title 18, United States Code). CERTIFICATION This NOTIFICATION AND REPORT FORM, together with any and all appendices and attachments thereto, was prepared and assembled under my supervision in accordance with instructions issued by the Commission. Subject to the recognition that, where so indicated, reasonable estimates have been made because books and records do not provide the required data, the information is, to the best of my knowledge, true, correct, and complete in accordance with the statute and rules. I acknowledge that the Commission or the Assistant Attorney General of the Antitrust Division of the Department of Justice may, prior to the expiration of the initial waiting period pursuant to 15 U.S.C. § 18a, require the submission of additional information or documentary material relevant to the proposed transaction. Name (Please Print or Type) Title Marta Jones Chief Executive Officer PNO Pharmaceuticals Signature Date Marta Jones February 8, 2025 ☒ Sworn under penalty of perjury Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Signature Executed Date Marta Jones February 8, 2025 ☐ Notarized Subscribed and sworn to before me at the: Seal: ________________________________________________________________ City of: __________________________________________________________ State of: _________________________________________________________ This ___________ day of _________________ the year ______________ Signature: ________________________________________________________ My commission expires: _____________________________________________ FTC FORM C4 (rev. October 2024) OMB 3084-0005 Page 11 of 12 16 C.F.R. Part 803 – Appendix A – Acquiring Person Name of Acquiring Person UPE: PNO Wellness plc Date: 2/10/2025 16 C.F.R. Part 803 – Appendix NOTIFICATION AND REPORT FORM FOR CERTAIN MERGERS AND ACQUISITIONS Approved by OMB 3084-0005 THE INFORMATION REQUIRED TO BE SUPPLIED ON THESE ANSWER SHEETS IS SPECIFIED IN THE INSTRUCTIONS THIS FORM IS REQUIRED BY LAW and must be filed separately by each person that, by reason of a merger, consolidation, or acquisition, is subject to § 7A of the Clayton Act, 15 U.S.C. § 18a, and rules promulgated thereunder (hereinafter referred to as “the rules” or by section number). The rules may be found at 16 CFR Parts 801-03. Failure to file this Notification and Report Form, and to observe the required waiting period before consummating the acquisition in accordance with the applicable provisions of 15 U.S.C. § 18a and the rules, subjects any “person,” as defined in the rules, or any individuals responsible for noncompliance, to liability for a penalty for each day during which such person is in violation of 15 U.S.C. § 18a. The maximum daily civil penalty amount is listed in 16 C.F.R. § 1.98(a). Pursuant to the Hart-Scott-Rodino Act, information and documentary material filed in or with this Form is confidential. It is exempt from disclosure under the Freedom of Information Act and may be made public only in an administrative or judicial proceeding, or disclosed to Congress or to a duly authorized committee or subcommittee of Congress. DISCLOSURE NOTICE - Public reporting burden for this report is estimated at 105 hours per response, including time for reviewing instructions, searching existing data sources, gathering, and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this report, including suggestions for reducing this burden to: Premerger Notification Office Federal Trade Commission 400 7th St. SW Washington, DC 20024 and Office of Information and Regulatory Affairs Office of Management and Budget Washington, DC 20503 Under the Paperwork Reduction Act, as amended, an agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB control number. That number is 3084-0005, which also appears above. Privacy Act Statement--Section 18a(a) of Title 15 of the U.S. Code authorizes the collection of this information. The primary use of information submitted on this Form is to determine whether the reported merger or acquisition may violate the antitrust laws. Taxpayer information is collected, used, and may be shared with other agencies and contractors for payment processing, debt collection and reporting purposes. Furnishing the information on the Form is voluntary. Consummation of an acquisition required to be reported by the statute cited above without having provided this information may, however, render a person liable to civil penalties up to the amount listed in 16 C.F.R. § 1.98(a) per day. We also may be unable to process the Form unless you provide all of the requested information. This page may be omitted when submitting the Form. FTC FORM C4 (rev. October 2024) OMB 3084-0005 Page 12 of 12 16 C.F.R. Part 803 – Appendix A – Acquiring Person --- Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/agency%3Aftc%3A65e83366c650d06e. Public record. Not legal advice.