CYNERGISTEK, INC. Item 2.01 Completion of Acquisition or Disposition of Assets.
On
In the Merger, each share of common stock, par value
In addition, pursuant to the Merger Agreement, at the Effective Time each
outstanding and unvested restricted stock unit ("RSU") automatically vested in
full (except that performance-based vesting RSUs vested at the applicable target
level) and was cancelled and automatically converted into the right to receive
an amount of cash (without any interest thereon, and less applicable withholding
taxes) equal to the product of (i) the total number of shares of Common Stock
then underlying such RSU multiplied by (ii) the Merger Consideration. Because
the per-share Merger Consideration was less than the applicable exercise price
of each outstanding and unexercised option to purchase Common Stock ("Stock
Option"), all Stock Options were cancelled at the Effective Time without any
consideration, as provided in the Merger Agreement. Additionally, at the
Effective Time, (i) the warrant to purchase Common Stock held by
Parent paid, or caused to be paid, an aggregate of approximately
The foregoing descriptions of the Merger and the Merger Agreement do not purport
to be complete and are qualified in their entirety by reference to the full text
of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to
The information set forth in the Introductory Note above and in Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.01Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or Standard; Transfer of Listing.
Following the consummation of the Merger on
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Item 3.03Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 is incorporated herein by reference.
Item 5.01Change in Control of Registrant.
The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 is incorporated herein by reference.
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the Merger Agreement, at the Effective Time, each of the following
members of the board of directors of
In addition, at the Effective Time,
In accordance with the terms of the Merger Agreement, the directors of Merger
Sub immediately prior to the Effective Time, which consisted of
Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Effective Time, in connection with the consummation of the Merger,
The information set forth in Item 2.01 is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits
(d) Exhibits Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as ofMay 23, 2022 , by and among the Company, Parent and Merger Sub (incorporated by reference to Exhibit 2.1 toCynergisTek's Current Report on Form 8-K, filed with theSEC onMay 23, 2022 ) 3.1 Amended and Restated Certificate of Incorporation ofCynergisTek, Inc. , dated as ofSeptember 1, 2022 3.2 Amended and Restated Bylaws ofCynergisTek, Inc. 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
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