Additionally, Sigma has signed a definitive asset purchase agreement (the 'APA') to sell its in-process quality assurance technology suite of assets to
NextTrip Transaction Terms
Pursuant to the terms and conditions of the Agreement, Sigma will acquire 100% of the capital stock of NextTrip in exchange for shares of Sigma common stock constituting 19.99% of its outstanding common stock plus additional contingent shares of Sigma common stock upon the achievement of post-closing milestone earnouts tied to the business performance of NextTrip.
Assuming all business milestones are achieved, NextTrip will receive a total of 6 million shares of our common stock, resulting in existing Sigma holders retaining, on a pro forma basis, 9.8% of the total outstanding shares. Based on an analysis by Sigma's financial advisors, NextTrip has an implied enterprise valuation of approximately
Following a period of strategic realignment which is tied to certain NextTrip business objectives, NextTrip's potential future initiatives will be focused on driving the company's renewed growth agenda, exploring strategic M&A to drive revenue synergies through the expansion of product and travel consumer offerings, and continuing to invest in the development of innovative technologies to connect travel customers for discovery and booking domestic and international destinations.
At closing, NextTrip CEO
The remaining board seats will continue to be filled by Sigma's current directors during the realignment period, with NextTrip earning the right to designate additional board members and officers upon reaching business milestones.
The transactions are expected to be completed in the fourth quarter of 2023, subject to regulatory and shareholder approvals and other customary closing conditions. In connection with the transactions, Sigma is expected to change its name to
Until the NextTrip transaction closes,
The transaction was unanimously approved by the board of directors and will provide the opportunity for NextTrip to become a publicly traded company on Nasdaq.
Divergent Asset Purchase Agreement
The Asset Purchase Agreement with Divergent sets forth the terms pursuant to which we have agreed to sell to Divergent, and Divergent has agreed to purchase from us, certain assets consisting primarily of patents, software code and other intellectual property. In announcing the signing of a definitive agreement with Divergent,
About NextTrip
NextTrip is a technology-driven platform delivering innovative solutions for business and leisure travel. NextTrip Leisure provides individual and group travelers with vacations to the most popular and sought-after destinations in
About Divergent
Divergent has created the world's first end-to-end software-hardware production system for industrial digital manufacturing - the Divergent Adaptive Production System (DAPS) - allowing customers to design, additively manufacture, and automatically assemble complex structures for automotive, aerospace, and defense applications. DAPS transforms the economics and environmental impact of manufacturing complex structures for vehicles of all types by optimizing designs, dematerializing structures, and eliminating upfront capex.
About
Forward-Looking Statements
This press release contains 'forward-looking statements' within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). Statements preceded by, followed by or that otherwise include the words 'believe,' 'anticipate,' 'estimate,' 'expect,' 'intend,' 'plan,' 'project,' 'prospects,' 'outlook,' and similar words or expressions, or future or conditional verbs such as 'will,' 'should,' 'would,' 'may,' and 'could' are generally forward-looking in nature and not historical facts. These forward-looking statements involve known and unknown risks, uncertainties and other factors, including the certainty and timing of closing the proposed transactions. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are risks relating to, among other things, Sigma's ability to successfully consummate the acquisition with NextTrip, the risk that the securities of the combined company will not be approved for listing on Nasdaq or if approved, maintain the listing ,the prospective purchase of its intellectual property assets, obtaining shareholder approval of the NextTrip transaction, and other conditions to completion of the acquisition, and completing the acquisition and any related transactions, and, failing that, to satisfy its capital needs through increasing its revenue and obtaining additional financing or implement an possible alternative strategic transaction. Sigma disclaims any intention to, and undertakes no obligation to, revise any forward-looking statements, whether as a result of new information, a future event, or otherwise. For additional risks and uncertainties that could impact Sigma's forward-looking statements, please see disclosures contained in Sigma's public filings with the
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