Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed, on
Pursuant to the Merger Agreement, on
The aggregate cash Merger Consideration and Preferred Payment to be paid in the
Merger to the Company's shareholders is approximately
The description of the Merger included above is not complete and is qualified in
its entirety by reference to the Merger Agreement, which was filed by the
Company as Exhibit 10.1 to the Company's Current Report on Form 8-K dated
Item 3.03 Material Modification to Rights of Security Holders.
The information included in Items 2.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Pursuant to the terms of the Merger Agreement, at the Effective Time, the shares of the Company's common stock outstanding immediately prior to the Effective Time were converted into the right to receive the Merger Consideration, and the shares of the Company's Series A, B and C preferred stock outstanding immediately prior to the Effective Time were converted into the right to receive the Preferred Payment. The holders of these shares ceased to have any rights as the Company's shareholders other than the right to receive the Merger Consideration and the Preferred Payment.
Item 5.01 Changes in Control of Registrant.
The information included Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
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As a result of the consummation of the Merger, a change in control of the Company occurred. Following the consummation of the Merger, the Company became a wholly-owned subsidiary of Parent.
The source of the funds for the Merger Consideration was equity contribution by investment funds affiliated with Argo.
At the Effective Time, in accordance with the terms of the Merger Agreement (and
not because of any disagreement with the Company), the current directors of the
Company, other than
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information regarding the replacement of directors included under Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Effective Time, in accordance with the terms of the Certificate of Merger, the Company's certificate of incorporation was amended to revise the Company's authorized capital stock and delete provisions relating to the vote of shareholders required to approve certain matters.
The Certificate of Merger is filed as Exhibits 3.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.03.
Item 8.01 Other Events.
In connection with the closing of the Merger as discussed in Item 2.01 above,
the Company issued a press release on
A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
3.1 Certificate of Merger of
Crotona Merger Sub Corp. datedJuly 6, 2022 10.1 Agreement and Plan of Merger, dated as ofJanuary 12, 2021 , by and among
the Company's Current Report on Form 8-K dated
2022
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