Item 1.02 Termination of a Material Definitive Agreement

On August 31, 2022 and in connection with the consummation of the Offer and the Merger, the Company prepaid in full all of its outstanding obligations in respect of principal, interest, expenses, fees and other charges under the Loan, Security and Guarantee Agreement, dated as of March 26, 2020 (as amended from time to time, the "Loan Agreement"), by and among the Company, the guarantors party thereto, the financial institutions party thereto as lenders and CIT Northbridge Credit LLC, as agent for such lenders. The aggregate payoff amount was approximately $5.39 million (the "Payoff Amount") and, upon payment of the Payoff Amount, the obligations of the Company and its subsidiaries to the lenders thereunder were satisfied in full, the Loan Agreement and all related loan documents were terminated and all liens and security interests granted thereunder were released and terminated.

--------------------------------------------------------------------------------

Item 2.01 Completion of Acquisition or Disposition of Assets

As described in the Introductory Note above, on August 31, 2022, Purchaser irrevocably accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer on or prior to the Expiration Time. On August 31, 2022, the Merger was effected pursuant to Section 251(h) of the DGCL without a vote of the Company's stockholders, with the Company continuing as the surviving corporation in the Merger. Upon the consummation of the Merger, the Company became a wholly-owned subsidiary of Parent.

The aggregate consideration paid by Purchaser in the Offer and Merger to purchase all outstanding Shares (other than Excluded Shares and Shares as to which the holder thereof has properly exercised appraisal rights under Section 262 of the DGCL), was approximately $5.48 million. Affiliates of Parent provided Purchaser with the necessary funds to fund the Offer and the Merger from their cash on hand.

The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 2.04 Triggering Events That Accelerate of Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

The consummation of the Offer resulted in a change of control of the Company under the Loan Agreement, which constituted an event of default under the Loan Agreement. The information contained in the Introductory Note of this Current Report on Form 8-K and Item 1.02 is incorporated by reference into this Item 2.04.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

In connection with the consummation of the Merger, (a) the Company notified The Nasdaq Stock Market ("Nasdaq") of the consummation of the Merger and (b) Nasdaq (i) halted trading in the Shares following market close in the afternoon of August 31, 2022 and thereafter suspended trading of the Shares on Nasdaq and (ii) filed with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Additionally, the Company intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 under the Exchange Act, requesting that the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended and the Shares be deregistered under Section 12(g) of the Exchange Act, at the time such filing is permitted under SEC rules.

Item 3.03 Material Modification to Rights of Security Holders

The information contained in the Introductory Note and Items 1.02, 2.01, and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant

As a result of the Offer and the Merger, a change in control of the Company occurred. Upon the Effective Time, the Company became a wholly owned subsidiary of Parent. The information contained in the Introductory Note and Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

--------------------------------------------------------------------------------

Item 5.02 Departure of Directors or Certain Officers? Election of Directors? Appointment of Certain Officers? Compensatory Arrangements of Certain Officers

Upon completion of the Merger on August 31, 2022, Payam Zamani and Armita Rostamian became the members of the Company's board of directors. Accordingly, each of Michael J. Fuchs, Matias de Tezanos, Mark N. Kaplan, Jared R. Rowe, Janet M. Thompson and Jose Vargas ceased serving as members of the Company's board of directors at the Effective Time. These departures were solely in connection with the Merger and not a result of any disagreement with the Company, its management or its board of directors.

Immediately following the Effective Time, Jared R. Rowe ceased serving as President and Chief Executive Officer of the Company. Immediately following the Effective Time, Payam Zamani was appointed as President and Chief Executive Officer of the Company.

Item 5.03 Amendments to Articles of Incorporation or Bylaws? Change in Fiscal Year

Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company's Seventh Amended and Restated Certificate of Incorporation was amended and restated in its entirety as set forth on Exhibit A to the Merger Agreement (the "Eighth Amended and Restated Certificate of Incorporation") and the Company's Seventh Amended and Restated Bylaws were amended and restated to read in their entirety as set forth on Exhibit B to the Merger Agreement (the "Eighth Amended and Restated Bylaws").

Copies of the Eighth Amended and Restated Certificate of Incorporation and the Eighth Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2, respectively, and are incorporated by reference into this Item 5.03.

Item 8.01 Other Events

Effective September 6, 2022, the Company's board of directors designated the Company's office in Irvine, California located at 6410 Oak Canyon, Suite 250, Irvine, California 92618 as the Company's principal office for the transaction of business of the Company pursuant to Article I of the Company's bylaws and as the Company's principal executive office.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.



Exhibit No.                                Description
    2.1       Agreement and Plan of Merger, dated as of July 24, 2022, by and among
            Parent, Purchaser and the Company (incorporated by reference to Exhibit
            2.1 to the Company's Current Report on Form 8-K filed on July 25, 2022)
    3.1       Eighth Amended and Restated Certificate of Incorporation of the
            Company
    3.2       Eighth Amended and Restated Bylaws of the Company
    104     Cover Page Interactive Data File (formatted as inline XBRL)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses