Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introduction of this Current Report on Form 8-K is incorporated herein by reference.
On the Closing Date, at the Effective Time, (i) each share of Class A common
stock of the Company, par value
In addition, at the Effective Time, each vested and unvested Company restricted stock unit (a "Company RSU") that is outstanding as of immediately prior to the Effective Time held by each holder was automatically converted into the right to receive a number of shares of Parent Class A Common Stock equal to the Exchange Ratio multiplied by the number of vested or unvested Company RSUs held by such holder immediately prior to the Effective Time.
At the Effective Time, the outstanding public warrants and private warrants of
the Company were assumed by Parent and became the right to receive upon valid
exercise thereof a number of shares of Parent Class A Common Stock equal to the
product of (A) the number of shares of the Company Class A Common Stock subject
to such warrant immediately prior to the Effective Time and (B) the Exchange
Ratio, with the total shares of Parent Class A Common Stock underlying the
warrants rounded up to the nearest whole share, and with a corresponding change
to the exercise price of such warrant based on the Exchange Ratio. The amended
exercise price of each warrant is equal to
The foregoing description of the Mergers set forth above does not purport to be
complete and is qualified in its entirety by reference to the Merger Agreement,
which was filed by the Company as Exhibit 2.1 to the Company's Current Report on
Form 8-K filed on
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in the Introduction and under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the Closing, the Company notified the NASDAQ Global Select
Market ("NASDAQ") on the Closing Date that a Certificate of Merger had been
filed with the
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in the Introduction and under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Warrant Amendment and Assumption Agreement
In connection with the consummation of the Mergers, on
The foregoing description of the Warrant Assumption and Amendment Agreement does not purport to be complete and is qualified in its entirety by the full text of the Warrant Assumption and Amendment Agreement, a copy of which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
Item 5.01. Changes in Control of Company.
The information set forth under Items 2.01, 3.01 and 5.03 are incorporated herein by reference.
As a result of the Mergers, among other things, a change in control of the
Company occurred and the Company merged with and into
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth under Item 2.01 is incorporated herein by reference.
Effective upon completion of the Mergers,
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the Effective Time, the Company's certificate of incorporation as in effect immediately prior to the Mergers was amended and restated in its entirety (the "Amended and Restated Certificate of Incorporation"). A copy of the Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 and is incorporated herein by reference. In addition, at the Effective Time, the Company's bylaws as in effect immediately prior to the Mergers were amended and restated in their entirety (the "Amended and Restated Bylaws"). A copy of the Amended and Restated Bylaws is filed as Exhibit 3.2 and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On the Closing Date, the Company and Parent issued a joint press release announcing the Closing. A copy of the press release is filed as Exhibit 99.1 and is incorporated herein by reference. Such press release shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
2.1 Merger Agreement, dated as of
3.1 Amended and Restated Certificate of Incorporation of
3.2 Amended and Restated Bylaws of
4.1 Warrant Assumption and Amendment Agreement, by and among
99.1 Joint Press Release dated
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