Jun 24 by the numbers
Key metrics from today's SEC filings
2026/6/24 · 8:30
Ryan Cohen drops $125 hostile eBay bid: whale moves Jun 24
GameStop CEO Ryan Cohen filed a formal $125/share hostile bid for eBay (~$55.5B) via 425 after two board rejections; the deal structure would require issuing ~1.32 billion new GME shares. Eli Lilly closed its $7.8B Centessa acquisition; GSK launched a $124/share tender for Nuvalent; InMode received a $16.20 CEO-led take-private proposal; Fairmount exited ~$400M of Spyre Therapeutics common. SpaceX priced a $25B five-tranche debut bond. NNDM's DEFC14A remains unfiled past the June 23 record date.
Ryan Cohen filed a 425 this morning, putting a formal $125-per-share hostile acquisition proposal for eBay on the record after the board rejected it twice. GameStop already holds 4.3 million eBay shares outright and has swap exposure to 39 million more. Meanwhile, Eli Lilly closed its $7.8B Centessa deal, GSK launched a $124/share tender for Nuvalent, and NNDM's board still hasn't filed its definitive proxy — the record date passed yesterday.
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Lead: GameStop files hostile $125/share bid for eBay
Ryan Cohen's GameStop Corp. (GME) filed a 425 Business Combination Communication on June 24, formally proposing to acquire eBay Inc. (EBAY) for $125 per share in a mix of cash and stock. 1 The offer values eBay at approximately $55.5 billion. eBay's board has refused to engage; Cohen called the response "disappointing."
GameStop's economic position coming into the bid: 4,343,270 EBAY shares held directly (average cost $78.55) plus total-return swap exposure to an additional 39,071,363 shares — roughly 9% economic exposure in total. 1 Ryan Cohen also committed $500 million of his personal capital toward the transaction. The HSR pre-merger notification was filed June 3 and the waiting period expired June 22 without a second request — the antitrust condition is satisfied. 1
On June 23, Cohen appeared on the All-In Podcast and described eBay's marketplace as "a fundamentally great brand that has been starved of the right leadership and the right investment." 1 The 425 letter states: "GameStop is prepared to move expeditiously to complete the transaction and has the financial resources to do so without any financing contingency." 1
Separately, Cohen filed a new 13D disclosing he transferred 36,847,842 GME shares from RC Ventures LLC into his personal name — a structural consolidation that coincides with the eBay campaign. 2 He also withdrew his proposed ~$35 billion CEO Performance Award from the proxy on June 23, stating he wants "leadership fully focused on GameStop's operating performance and its proposed eBay acquisition." 3
The deal math — why eBay's spread is 14.7%
eBay closed at roughly $109 on June 23, placing the deal spread at 14.7% below the $125 bid price. That spread reflects doubt about completion, not confidence in a bump. Analyst Anup S. at CTOL Digital laid out the structural problem: at GME's ~$21 share price and ~$12.5 billion market cap, the equity half of a 50/50 cash-stock deal would require issuing roughly 1.32 billion new shares — more than double the current implied float. 4 "The $125 offer, as structured, will not close. GameStop's stock is defective acquisition currency at this scale; institutional holders will not exchange eBay's cash flow for meme equity," the analysis concludes. 4
eBay's own fundamentals: Q1 2026 revenue of $3.09 billion (+19%), GMV of $22.2 billion (+18%), and free cash flow of $898 million. 4 GameStop FY2025: $3.63 billion in net sales (down from $3.82 billion), with $232 million in operating income. 4 The target generates more free cash flow in one quarter than the acquirer earns in a full year.
Cross-ownership: the Big Three are on both sides
BlackRock, Vanguard, and State Street — collectively holding trillions in passive index assets — are top-5 institutional holders in both companies. 5 6
| Institution | EBAY stake | GME stake |
|---|---|---|
| BlackRock | 9.16% (40.7M sh) | 8.00% (35.9M sh) |
| Vanguard | 11.86% (52.6M sh) | 7.94% (35.6M sh) |
| State Street | 5.02% (22.3M sh) | 2.82% (12.6M sh) |
| Geode Capital | 2.80% (12.4M sh) | 1.69% (7.6M sh) |
Holdings as of latest 13F filings (Mar–May 2026 reporting dates); positions may have changed since.
Any vote on a deal that converts eBay shares into GME equity lands simultaneously in both portfolios. These are passive index positions — the funds will vote based on proxy advisor recommendations, not dealmaker sentiment.
M&A and deals
Lilly closes $7.8B Centessa acquisition — CNTA delisted
Eli Lilly completed its acquisition of Centessa Pharmaceuticals (CNTA) on June 24 via UK Scheme of Arrangement. 7 Terms: $38.00 per share cash plus one contingent value right (CVR) worth up to $9.00 tied to three FDA milestones — narcolepsy type 2 approval ($2), idiopathic hypersomnia approval ($5), and first FDA approval in any indication by January 1, 2030 ($2). 8 CNTA last traded on Nasdaq on June 23; the scheme became effective June 24 and shares are cancelled.
The deal was announced March 31 at a 40.5% premium to the 30-day VWAP; CNTA jumped +44% on that day. 8 Centessa's lead asset is cleminorexton (ORX750), an OX2R agonist with Phase 2a data in narcolepsy. Key shareholders Medicxi Ventures, Index Ventures, and General Atlantic (combined ~24.1%) had signed voting support agreements at announcement. 8 Lilly's neuroscience EVP Carole Ho described orexin receptor biology as "one of the most compelling mechanistic opportunities in neuroscience." 9
GSK launches $124/share tender for Nuvalent (NUVL)
GSK plc filed an SC TO-T and matching SC 14D-9 on June 24, launching a cash tender offer for all outstanding shares of Nuvalent Inc. (NUVL) at $124 per share. 10 Nuvalent is a clinical-stage precision oncology company developing kinase inhibitors for genomically defined cancers. The deal extends GSK's oncology pipeline through bolt-on acquisition. Tender offer mechanics and outside date not yet disclosed in the initial filing page; the SC TO-T and 14D-9 are dated today.
AbbVie / Apogee ($10.9B) — no new SEC filings this window
The AbbVie–Apogee Therapeutics (APGE) merger at $135.11 per share, announced June 22, produced no new SEC filings in the Jun 23–24 window — the initial 8-K is on record. 11 Form S-4 and combined proxy are pending.
Activist and proxy
InMode (INMD) — CEO-led group proposes $16.20/share take-private
InMode Ltd. (INMD), a global provider of radio-frequency medical devices for aesthetic and minimally invasive procedures, received an unsolicited proposal on June 17 from M.N. Business Strategy, Ltd. — a group that includes co-founder and CEO Moshe Mizrahy — to acquire all outstanding ordinary shares for $16.20 per share in cash. 12 The company disclosed it this morning via 6-K. InMode's board formed a special committee of independent directors to evaluate the proposal and engaged outside advisors. The board press release states: "The Board has approved formation of a special committee comprised solely of independent directors to evaluate the Proposal." 12 No transaction is guaranteed — the company may not engage further updates unless legally required.
InMode follows a pattern visible elsewhere in medical devices: a founder-led group that believes the market is undervaluing proprietary technology and existing cash flows attempts a take-private before a recovery cycle reprices the stock. INMD's premium relative to the pre-announcement price is not yet verifiable from public sources.
Oportun (OPRT) / Radoff standstill — two directors out
Oportun Financial Corp. (OPRT), a consumer fintech lender, entered into a Cooperation Agreement with activist Bradley L. Radoff and the Radoff Family Foundation on June 24. 13 Two Class I directors — Roy Banks and David Needham — will retire at the 2026 annual meeting and not stand for re-election. Radoff agreed to a 4.9% ownership cap, voting in line with board recommendations, and a Restricted Period running through the 2028 annual meeting nomination deadline. Oportun will reimburse Radoff's reasonable out-of-pocket expenses.
Bradley Radoff has been one of the most active microcap activists in 2026. He has three escalating buyout bids pending at Seer Inc. (SEER) — $2.25, $2.35, and $2.40 per share plus an 80% CVR — all rejected without board engagement. 14 Seer's founder supervoting block expired December 2025, removing the board's structural shield. The Seer proxy vote is July 28. Boardroom Alpha's model gives Radoff a 45% chance of winning at least one seat. 14
NNDM — record date passed, DEFC14A still not filed
Nano Dimension's (NNDM) EGM record date — June 23 — passed yesterday with the board's definitive contested proxy statement (DEFC14A) still absent from EDGAR. 15 Murchinson filed 13D/A Amendment #17 on June 23, updating its stake to 20,285,450 ADS (9.6%). 15 Murchinson (~7.7% post-13D/A) combined with Oramed Pharmaceuticals (7.2%) forms an opposition bloc of approximately 14.9% opposing the Infinite Epigenetics merger. The EGM is scheduled July 31 — 37 days away. Without a DEFC14A on file, shareholders moving toward custodian voting instructions lack the board's formal proxy recommendation.
Azitra (AZTR) — CEO files 9.99% stake
Francisco D. Salva, President and CEO of Azitra Inc. (AZTR), a dermatology microbiome biotech, filed a Schedule 13D on June 24 reporting beneficial ownership of 5,421,039 shares — 9.99% of the 52,907,666 outstanding. 16 The stake includes 4,064,050 shares from preferred stock conversion on June 16, plus ISOs and warrants exercisable within 60 days. An additional 6.79 million warrant shares are blocked by a sub-10% ownership cap. Salva states the acquisition is for investment purposes; no activist intent is disclosed.
YZi Labs + CEA Industries (BNC) governance settlement
YZi Labs (formerly Binance Labs, $10B+ AUM venture arm of Binance) reached a cooperation agreement with CEA Industries Inc. (BNC), which operates in controlled environment agriculture and hemp/CBD, on June 24. 17 Three new independent directors were appointed, including YZi Labs Managing Partner Ella Zhang; Alex Odagiu was named Interim President; YZi Labs ended its consent solicitation. A 13D amendment is expected to follow. BNC also holds the world's largest corporate BNB (Binance Coin) treasury. 17
Notable position changes
Fairmount exits SYRE common via $400M block trade. Fairmount Healthcare Fund II L.P. sold 4,684,781 Spyre Therapeutics (SYRE) shares in a block trade on June 23 at $85.31 per share, generating approximately $399.7 million. 18 After the sale, Fairmount holds zero directly held common stock; it retains indirect exposure through Series A Preferred convertible into approximately 13.8 million shares, keeping total economic exposure near the 9.99% beneficial ownership cap (~$1.2 billion at recent prices). 18 Fairmount's board representative Peter Harwin resigned May 27, described as not due to any disagreement. Fairmount is likely rebalancing or rotating capital into new positions; the retained preferred exposure signals continued pipeline conviction.
Jane Street takes passive 5.2% stake in Jiuzi Holdings (JZXN). Jane Street Group, LLC filed a Schedule 13G on June 23 reporting passive beneficial ownership of 68,955 ordinary shares of Jiuzi Holdings Inc. (JZXN), a China-based NEV (new energy vehicle) franchise operator listed on Nasdaq, representing 5.2% of outstanding shares. 19 Jane Street is a global proprietary trading firm; this 13G is consistent with market-making positioning in a small-float Nasdaq stock.
Wilder group holds 93% of AleAnna (ANNA) Class A. C. John Wilder Jr., Susan Anne Wilder, and related entities filed a 13D/A on June 23 reporting 62,268,545 shares — 93.03% of AleAnna Inc.'s (ANNA) Class A shares. 20 AleAnna is an Italian natural gas producer; Q1 2026 revenue was $9.3 million with $3.4 million net income, swinging from a prior-year loss. The Foundation gifted 453,451 shares to a church under Rule 144 on June 23. Annual meeting is June 26.
EQS — Horberg 5.61% activist stake, annual meeting June 30. Howard Todd Horberg filed a Schedule 13D on June 23 disclosing 783,000 shares of Equus Total Return Inc. (EQS), a closed-end BDC, representing 5.61%. 21 Total cost ~$1.6 million. Horberg sent a letter to the board calling for governance changes, compensation review, and consideration of strategic alternatives including mergers or acquisitions. EQS carries going-concern risk ($0.1 million cash, $2 million convertible note overdue); annual meeting is June 30 — six days away.
SpaceX prices $25B debut bond offering
SpaceX (SPCX) priced its inaugural public bond offering on June 23 — five tranches totaling $25 billion, set to settle June 26. 22
| Tranche | Coupon | Maturity | Size |
|---|---|---|---|
| 2031 | 5.350% | 5-year | $7.0B |
| 2033 | 5.650% | 7-year | $6.0B |
| 2036 | 5.875% | 10-year | $6.0B |
| 2046 | 6.600% | 20-year | $2.5B |
| 2056 | 6.650% | 30-year | $3.5B |
Proceeds will fully repay an existing bridge loan facility, with the remainder for general corporate purposes. SpaceX disclosed $100.8 billion in cash and equivalents as of June 19. 22 At that cash level, the company is borrowing not because it needs liquidity but to establish a public credit curve — standard practice for large private companies seeking institutional fixed-income investor access ahead of an eventual IPO or continued equity rounds.
Sector watch: pharma M&A super-cycle in motion
Three pharma deals have cleared or launched in the past 48 hours: Lilly–Centessa ($7.8B closed), GSK–Nuvalent ($124/share tender launched), and AbbVie–Apogee ($10.9B announced June 22, Form S-4 pending). 9 10 11 Biotech ETF IBB is near all-time highs; XBI is up approximately 75% year-over-year. Big Pharma is deploying operating cash flows into bolt-on acquisitions focused on neuroscience (orexin biology via Centessa), oncology (kinase inhibitors via Nuvalent), and immunology (IL-13 via Apogee). For investors tracking acquirer risk in this environment: all three deals are all-cash with no financing contingencies — no equity dilution events for the acquirers this cycle. 8
Also in the window: Sangamo Therapeutics (SGMO) filed Chapter 11 on June 23, with Eli Lilly as stalking horse bidder for its gene-editing platform at $50 million and Astellas bidding $25 million upfront for the Fabry disease program. 23 Armistice Capital's 9.75% stake (40.4 million shares) is likely wiped out — common equity is extinguished before senior claimants in Chapter 11.
Still pending: NNDM proxy, GOSS 8-K, DELL 13D/A, JHG Form 25
Four items from the ongoing watchlist remain unresolved:
NNDM DEFC14A — The board's definitive proxy is not on EDGAR as of this writing, with the record date now passed. EGM is July 31. Monitor SEC EDGAR (CIK 0001643303). 15
GOSS settlement 8-K — The D.E. Shaw settlement 8-K is now seven days overdue. D.E. Shaw disclosed 9.5% (46.5 million shares) on June 11; the $181 million convertible note exchange closed June 4 and results were announced June 17 — but no formal settlement 8-K has appeared. 24
DELL Silver Lake SC 13D/A #15 — Silver Lake's 13D/A on Dell Technologies (DELL) has not been updated since July 10, 2024. Silver Lake has since converted 3.4 million Class B shares to Class C (most recently June 12 per 8-K) and sold shares on the open market — material activity that typically requires a 13D/A within two business days. 25
JHG Form 25 — Trian Fund Management's $52.00/share take-private of Janus Henderson (JHG) is targeted to close June 30 — six days from now. All regulatory approvals and client consents are confirmed, but the Form 25-NSE delist notice has not been filed. NYSE rules typically require at least 10 days' notice. 26
参考来源
- 1GameStop 425 filing — eBay business combination communication
- 2GameStop SEC filings — StockTitan
- 3GameStop 8-K — CEO award withdrawal
- 4CTOL Digital: GameStop vs. eBay — why Cohen's $35B pay cut can't save the deal
- 5eBay institutional ownership — Yahoo Finance
- 6GameStop institutional ownership — Yahoo Finance
- 7Centessa 8-K — Eli Lilly buyout completion
- 8Lilly acquires Centessa to advance sleep-wake disorder treatments
- 9Lilly / Centessa court sanction — StockTitan
- 10NUVL SEC filings — StockTitan
- 11AbbVie / APGE SEC filings — StockTitan
- 12InMode 6-K — $16.20/share buyout proposal
- 13Oportun 8-K — Radoff cooperation agreement
- 14Boardroom Alpha: proxy fights to watch in 2026
- 15NNDM SEC filings — StockTitan
- 16Azitra Schedule 13D
- 17CEA Industries and YZi Labs governance agreement
- 18Spyre Therapeutics SC 13D/A — Fairmount exit
- 19Jiuzi Holdings Schedule 13G — Jane Street
- 20AleAnna SC 13D/A — Wilder group
- 21Activist Horberg files 13D in Equus Total Return
- 22SpaceX SEC filings — StockTitan
- 23SGMO SEC filings — StockTitan
- 24GOSS SEC filings — StockTitan
- 25DELL SEC filings — StockTitan
- 26JHG SEC filings — StockTitan
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