ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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Pursuant to the Merger Agreement, and subject to the terms and conditions set
forth therein, at the closing of the Merger (the "Closing"), each of Stage It's
outstanding shares (including common and preferred shares) will be converted
into the right to receive the applicable portion of the Merger Consideration. A
portion of the Merger Consideration will be paid in cash and take the form of
satisfying certain outstanding debt obligations of Stage It, as outlined in a
Closing Payment Certificate of the Merger Agreement, and the other portion will
be paid in shares of the Company's common stock or preferred stock, with the
actual number of such shares to be issued reduced by the cash component outlaid
in the transaction. A portion of the Merger Consideration,
The Merger Agreement also allows for the issuance of earn out shares, not to exceed the overall Merger Consideration, provided that certain EBIDTA requirements are met over the course of 18 months.
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The Merger Agreement has been included to provide investors with information
regarding its terms. The representations, warranties, and covenants contained in
the Merger Agreement were made only for the purposes of the Merger Agreement,
were made as of specific dates, were made solely for the benefit of the parties
to the Merger Agreement, and may not have been intended to be statements of
fact, but rather as a method of allocating risk and governing the contractual
rights and relationships among the parties to the Merger Agreement. In addition,
such representations, warranties, and covenants may have been qualified by
certain disclosures not reflected in the text of the Merger Agreement and may
apply standards of materiality and other qualifications and limitations in a way
that is different from what may be viewed as material by the Company's
shareholders. None of the Company's shareholders or any other third party should
rely on the representations, warranties, and covenants, or any descriptions
thereof, as characterizations of the actual state of facts or conditions of the
Company, the Company, Merger Sub, or any of their respective subsidiaries or
affiliates. Moreover, information concerning the subject matter of
representations and warranties may change after the date of the Merger
Agreement, which subsequent information may or may not be fully reflected in the
Company's public disclosures. The Merger Agreement should not be read alone, but
should instead be read in conjunction with the other information regarding the
Company that is or will be contained in, or incorporated by reference into, the
Forms 10-K, Forms 10-Q, Forms 8-K, and other documents that the Company files or
has filed with the
The foregoing descriptions of the Merger Agreement and the Merger are summaries, do not purport to be complete, and are qualified in their entirety by reference to the full text of the Merger Agreement, and the exhibits attached thereto, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference herein.
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ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
The information disclosed under Item 1.01 of this Current Report is incorporated herein by reference.
The issuance of the Merger Consideration consisting of the Company's common stock upon the closing of the Merger is expected to be made in in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 of Regulation D promulgated under the Securities Act.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Description 2.1 Agreement and Plan of Merger, datedFebruary 13, 2022 99.1 Audited financial statements of Stage It 99.2 Unaudited financial statements of Stage It 99.3 Unaudited pro forma financial information 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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