| RAYT |
2 years, 4 months ago |
7.01 |
Item
7.01 Regulation FD Disclosure
On
March 22, 2022, Rayont issued a press release announcing the purchase of the No More Knots group of companies. A copy of the press release
is being furnished as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference.
The
information furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated
by reference in any filing of Basic’s under the Securities Act of 1933, as amended, unless specifically identified therein as being
incorporated therein by reference.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial
Statements of Business Acquired.
The
Registrant hereby undertakes to file the financial statements if required by this Item 9.01(a) not later than 71 days after the date
this Form 8-K was due for filing.
(b)
Pro
Forma Financial Statements.
The
Registrant hereby undertakes to file the pro forma financial information if required by this Item 9.01(b) not later than 71 days
after the date this Form 8-K was due for filing.
(d)
Exhibits
Exhibit
No.
Description
10.1
Share Purchase Agreement between No More Knots Holding and No More Knots dated March 18, 2022.
99.1
Press Release issued March 22, 2022
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2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.
RAYONT
INC.
Dated:
March 23, 2022
By:
... |
| RAYT |
2 years, 4 months ago |
1.01 |
Item
1.01 Entry into a Material Definitive Agreement
On
March 18, 2022, pursuant to a Share Sale Agreement (the “Agreement”), No More Knots Holdings Pty Ltd, a wholly-owned subsidiary
of Rayont Inc. (the “Company”), agreed to acquire the No More Knots Group of companies, the largest provider of Remedial
Massage and Myotherapy services in Australia. Under the Agreement the Company, shall acquire 100% of the total outstanding shares and
units of No More Knots Pty Ltd, No More Knots (Taringa) Pty Ltd and No More Knots (Newmarket) Pty Ltd in exchange for approximately USD
2.2M cash payable in two tranches. The first tranche of USD1,8M is payable on or before April 01, 2022 and the second tranche
of USD400,000 is payable on or before July 15, 2022 upon the business delivering EBIDTA of USD 500,000 for the financial year
closing June 30, 2022.
No
More Knots is Australia’s largest clinic of its kind and was first formed in 1998 by former athlete and entrepreneur, Kelly Townsend..
Between its three clinics, No More Knots is home to over 45 tertiary qualified therapists who specialize in Remedial Massage and Myotherapy
and are supported by an administrative and management team of fifteen. Today the whole team at No More Knots is privileged to treat over
700 clients each week, with a mix of office workers, trades people, weekend warriors to elite athletes; all sharing the common goal of
receiving outstanding treatment tailored specifically to meet their individual needs. As a result, it has quickly built a reputation
for outstanding service at all levels of the business, and has become one of the most well renowned clinics of its kind.
The
foregoing description of the Acquisition Agreement does not purport to be complete and is qualified in its entirety by reference to the
complete text of the document, which is filed as an exhibit to this report and is incorporated herein by reference.
Item
7.01 Regulation FD Disclosure
On
March 22, 2022, Rayont issued a ... |
| TRGP |
2 years, 4 months ago |
7.01 |
Item 7.01
Regulation FD Disclosure. The information contained in the following Item 8.01 related to, and the accompanying, Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Item 8.01
Other Events. Tender Offer On March 23, 2022, Targa Resources Partners LP (the “Partnership”), a Delaware limited partnership and wholly-owned subsidiary of Targa Resources Corp., issued a press release announcing the commencement of an offer to purchase for cash (the “Tender Offer”) any and all of its outstanding 5 7/8% Senior Notes due 2026. The terms and conditions of the Tender Offer are described in an Offer to Purchase, dated March 23, 2022. A copy of the press release is filed as Exhibit 99.1 and is incorporated in this Item 8.01 by reference. The press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.
Item 9.01
Financial Statements and Exhibits.
99.1
Press Release dated March 23, 2022, announcing the commencement of the Tender Offer.
104
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SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
TARGA RESOURCES CORP.
Da... |
| PRTS |
2 years, 4 months ago |
7.01 |
Item 7.01. Regulation FD Disclosure. On March 21, 2022 the Company issued a press release announcing the termination of the Sales Agreement. A copy of the press release is attached hereto as Exhibit 99.1. The information in this Item 7.01 and Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such document or filing.Item 9.01. Financial Statements and Exhibits. (d) Exhibits.Exhibit No. Description99.1Press Release dated March 21, 2022104Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
SIGNATURESPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.Dated: March 23, 2022CARPARTS.COM, INC.By:/s/ David MenianeName:David MenianeTitle:Chief Financial Officer and Chief Operating Officer
... |
| AUR |
2 years, 4 months ago |
7.01 |
Item 7.01. Regulation FD Disclosures On March 23, 2022, the Company issued a press release announcing the achievement of a milestone on the path to commercial launch for the Aurora Driver, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.The information in this Item 7.01 (including the exhibit) shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.Item 9.01. Financial Statements and Exhibits.(d) Exhibits.EXHIBIT INDEXExhibitNo.Description99.1News release of the Company dated March 23, 2022, announcing achievement of milestone towards commercial launch.104Cover Page Interactive Data File.SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. Dated: March 23, 2022 AURORA INNOVATION, INC.By:/s/ William MouatName:William MouatTitle:General Counsel
... |
| JHG |
2 years, 4 months ago |
7.01 |
Item 7.01 Regulation FD Disclosure.
On March 23, 2022, the Company issued a press
release announcing the Chief Executive Officer transition. A copy of the press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1
attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific
reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
99.1
Press Release dated March 23, 2022
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
JANUS HENDERSON GROUP PLC
By:
/s/ Michelle Rosenberg
Name:
Michelle Rosenberg
Title:
General Counsel and Company Secretary
Date: March 23, 2022
... |
| LII |
2 years, 4 months ago |
7.01 |
Item 7.01
Regulation FD Disclosure. A copy of the press release issued by the Company on March 23, 2022 announcing Mr. Maskara’s appointment, Mr. Bluedorn’s resignation, and Mr. Teske’s appointment is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01
Financial Statements and Exhibits. (d) Exhibits.
ExhibitNumber
Description
10.1
Employment Agreement entered into between LII and Alok Maskara (filed herewith).
10.2
Indemnification Agreement entered into between LII and Alok Maskara (filed herewith).
10.3
Change in Control Agreement entered into between LII and Alok Maskara (filed herewith).
99.1
Press release dated March 23, 2022 (furnished herewith).*
104
Inline XBRL for the cover page of this Current Report on Form 8-K.
*
The information contained in Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K is being “furnished” with the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that section. Furthermore, such information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, unless specifically identified as being incorporated therein by reference.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
LENNOX INTERNATIONAL INC.
Date: March 23, 2022
By:
/s/ John D. Torres
Name:
John D. Torres
Title:
Executive Vice President, Chief Legal Officer and Secretary
... |
| CDXC |
2 years, 4 months ago |
7.01 |
Item 7.01. Regulation FD Disclosure.On March 22, 2022, the Company released a corporate presentation which it made available on its website. A copy of the corporate presentation is attached hereto as Exhibit 99.1.The information in this Item 7.01 and the exhibit hereto are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.Item 9.01 Financial Statements and Exhibits.(d) Exhibits.ExhibitNumberDescription99.1Investor Presentation of ChromaDex Corporation104Cover Page Interactive Data File (embedded within the Inline XBRL document)SIGNATURESPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.CHROMADEX CORPORATIONDated: March 23, 2022By: /s/ Kevin M. Farr Name: Kevin M. FarrChief Financial Officer(Principal Financial and Accounting Officer)
... |
| SYN |
2 years, 4 months ago |
7.01 |
Item 7.01. Regulation
FD Disclosure.
On March
23, 2022, the Company issued a press release announcing Mr. Tufaro’s appointment as the Chief Operating Officer of the Company,
a copy of which is furnished as Exhibit 99.1 hereto.
The
information set forth in this Item 7.01 and contained in the press release furnished as Exhibit 99.1 shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not incorporated
by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before
or after the date hereof, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number
Description
10.1
Employment Agreement, dated March 22, 2022, between Synthetic Biologics and Frank Tufaro
99.1
Synthetic Biologics, Inc. press release issued March 23, 2022
104
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: March 23, 2022
SYNTHETIC BIOLOGICS, INC.
By:
/s/
Steven A. Shallcross
Name:
Steven A. Shallcross
Title:
Chief Executive Officer
and Chief Financial Officer
... |
| RSPI |
2 years, 4 months ago |
7.01 |
Item
7.01. Regulation FD Disclosure.
RespireRx
Pharmaceuticals Inc. (the “Company”) issued a press release entitled “RespireRx Pharmaceuticals Inc. Announces patent
Filings Claiming Novel Lipid Based Formulation for Insoluble Compounds, Including Cannabinoids Such as Dronabinol” A copy of the
press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The
press release that is Exhibit 99.1 includes certain forward-looking information.
The
information in this Item 7.01 and the press release attached as Exhibit 99.1 is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), nor otherwise subject
to the liabilities of that section, nor incorporated by reference in any filing 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
(d)
Exhibits.
Exhibit
Number
Exhibit
Description
99.1
RespireRx Pharmaceuticals Inc. Press Release
104
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
March 23, 2022
RESPIRERX
PHARMACEUTICALS INC.
(Registrant)
By:
/s/
Jeff E. Margolis
Jeff
E. Margolis
SVP,
CFO, Secretary and Treasurer
... |
| AYTU |
2 years, 4 months ago |
7.01 |
Item 7.01 Regulation FD Disclosure.On March 23, 2022, the Company issued a press release announcing that its newly issued US patent No. 11,166,947 for Cotempla XR-ODT® (methylphenidate) extended-release orally disintegrating tablet is now listed in the U.S. Food and Drug Administration (FDA) publication, “Approved Drug Products with Therapeutic Equivalence Evaluations”, commonly known as the “Orange Book”. A copy of the press release is attached as Exhibit 99.1.Item 9.01 Financial Statements and Exhibits.(d)Exhibits.Exhibit Description99.1*Press release dated March 23, 2022104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)* In accordance with General Instruction B.2 of Form 8-K, the information in the press release attached as Exhibit 99.1 hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
SIGNATURESPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AYTU BIOPHARMA, INC. Date: March 23, 2022By: /s/ Mark Oki Mark Oki Chief Financial Officer
... |
| NVCR |
2 years, 4 months ago |
7.01 |
Item 7.01 Regulation FD DisclosureOn March 23, 2022, NovoCure Limited (the "Company" or "Novocure"), issued a press release announcing the results of a pre-specified interim analysis for the phase 3 pivotal INNOVATE-3 study evaluating the safety and efficacy of Tumor Treating Fields (TTFields) together with paclitaxel for the treatment of patients with platinum-resistant ovarian cancer. An independent data monitoring committee (DMC) reviewed the safety data for all platinum-resistant ovarian cancer patients enrolled on the trial. In addition, an analysis of overall survival was performed on the first 540 patients randomized. The interim analysis did not indicate a need to increase the sample size and the DMC recommended that the study should continue to final analysis as planned.The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing 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.(d) ExhibitsExhibit No.Description99.1Press Release of NovoCure Limited, dated March 23, 2022104Cover Page Interactive Data File (embedded within the Inline XBRL document)SIGNATURESPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.NovoCure Limited(Registrant)Date: March 23, 2022By: /s/ Ashley Cordova Name: Ashley Cordova Title: Chief Financial Officer
... |
| MOV |
2 years, 4 months ago |
1.01 |
Item 1.01.
Entry into a Material Definitive Agreement.
On March 17, 2022, MGI Luxury Group S.A. (“MGI”), a wholly
owned Swiss subsidiary of Movado Group, Inc. (the “Company”), entered into an amended and restated License Agreement (the
“New Agreement”) with Hugo Boss Trade Mark Management GmbH & Co. KG (the “Licensor”) pursuant to which the
Amended and Restated License Agreement between the Licensor and MGI dated February 24, 2012 (as previously amended, the “Existing
License Agreement”) has been amended and restated.
The material modifications to the Existing License Agreement resulting
from the New Agreement are as follows:
·The license has been expanded beyond watches to also include BOSS-branded
jewelry.
·The license period has been extended until December 31, 2026, subject to
certain rights of MGI to extend for an additional five years upon satisfaction of specified conditions.
·The Company agreed to guarantee MGI’s financial obligations under the
New Agreement.
·Changes were made to the royalty rates and other amounts payable by MGI under the agreement.
·Sales minima and minimum marketing and advertising expenditures have been
specified through the term of the New Agreement.
·New pricing has been established for sales by MGI to the Licensor and its
affiliates.
The other material provisions of the New Agreement remain substantially
unchanged from the Existing License Agreement.
The Company intends to file the New Agreement as an exhibit to its quarterly
report on Form 10-Q for the fiscal quarter ending April 30, 2022 and will seek confidential treatment of certain terms in the New Agreement
at such time.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: March 23, 2022
MOVADO GROUP, INC.
... |
| NVOS |
2 years, 4 months ago |
7.01 |
Item
7.01 Regulation FD Disclosure.
On
March 23, 2022, the Company issued a press release announcing the execution of the Agreement. A copy of the press release is furnished
herewith as Exhibit 99.1 and incorporated herein by reference.
The
foregoing (including the information presented in Exhibit 99.1) will not be deemed to be filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will
it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”),
or the Exchange Act. The submission of the information set forth in this Item 7.01 shall not be deemed an admission as to the materiality
of any information in this Item 7.01, including the information presented in Exhibit 99.1, that is provided solely in connection with
Regulation FD.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E
of the Exchange Act. All statements other than statements of historical facts included in this press release are forward-looking statements.
In some cases, forward-looking statements can be identified by words such as “believe,” “intend,” “expect,”
“anticipate,” “plan,” “potential,” “continue” or similar expressions. Such forward-looking
statements include risks and uncertainties, and there are important factors that could cause actual results to differ materially from
those expressed or implied by such forward-looking statements. These factors, risks and uncertainties are discussed in the Company’s
filings with the SEC. Investors should not place any undue reliance on forward-looking statements since they involve known and unknown,
uncertainties and other factors which are, in some cases, beyond the Company’s control which could, and l... |
| NVOS |
2 years, 4 months ago |
1.01 |
Item
1.01. Entry into Material Definitive Agreement.
On
March 17, 2022, Novo Integrated Sciences, Inc. (the “Company”) entered into a Membership Interest Purchase Agreement (the
“Agreement”) by and among the Company, Clinical Consultants International LLC (“CCI”), each of the members of
CCI as set forth on the signature pages thereto (the “Members”), and Dr. Joseph Chalil as the representative of the Members
(the “Members’ Representative”).
Pursuant
to the terms of the Agreement, the parties thereto agreed to enter into a business combination transaction (the “Business Combination”),
pursuant to which, among other things, the Members will sell and assign to the Company all of their membership interests of CCI, in exchange
for a total of 800,000 restricted shares of the Company’s common stock (the “Exchange Shares”). The Exchange Shares
will be apportioned among the Members pro rata based on their respective membership interest ownership percentage of CCI. Following the
closing of the Business Combination (the “Closing”), the Company will own 100% of the issued and outstanding membership interests
of CCI, and the Members or their designees will collectively own 800,000 restricted shares of the Company’s common stock.
Pursuant
to the terms of the Agreement, the Company agreed to (i) name, at the Closing, Dr. Chalil as the Chief Medical Officer of the Company
and the President of Novomerica Healthcare Group, Inc., which is a wholly owned subsidiary of the Company, (ii) enter into an employment
agreement with Dr. Chalil, and (iii) name Dr. Chalil to the Company’s Board of Directors.
The
Agreement contains customary representations and warranties and customary covenants.
The
Agreement may be terminated under certain customary and limited circumstances prior to the Closing, including by either party if the
conditions to Closing of an opposing party have not been satisfied or waived by the applicable party on or prior to April 15, 2022 (“Termination
Dat... |
| DLX |
2 years, 4 months ago |
7.01 |
Item 7.01 Regulation FD Disclosure.The following information is being “furnished” in accordance with General Instruction B.2. of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing:Furnished herewith as Exhibit 99.1 and incorporated by reference herein is certain unaudited historical financial information of the Company that is provided on the Company\'s website, www.deluxe.com/investor-relations. The content of the Company’s website is not incorporated by reference in this Current Report on Form 8-K.Furnished herewith as Exhibit 99.2 and incorporated by reference herein is a copy of a presentation entitled "Deluxe Investor Presentation.”Section 9 - Financial Statements and ExhibitsItem 9.01 Financial Statements and Exhibits.(d) Exhibits.ExhibitNumberDescription99.1Historical unaudited financial information as posted on the Company\'s website (March 2022) (furnished)99.2Deluxe Investor Presentation (furnished)101.INSXBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document101.SCHXBRL Taxonomy Extension Schema Document101.LABXBRL Taxonomy Extension Label Linkbase Document101.PREXBRL Taxonomy Extension Presentation Linkbase Document104Cover page interactive data file (formatted as Inline XBRL and contained in Exhibit 101)2SIGNATURESPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.Date: March 23, 2022 DELUXE CORPORATION/s/ Jeffrey L. CotterJeffrey L. CotterSenior Vice President, ChiefAdministr... |
| RXRX |
2 years, 4 months ago |
7.01 |
Item 7.01. Regulation FD Disclosure.On March 23, 2022, Recursion Pharmaceuticals, Inc. released an updated investor presentation. The investor presentation will be used from time to time in meetings with investors. A copy of the presentation is attached hereto as Exhibit 99.2.The information furnished pursuant to Item 2.02 (including Exhibit 99.1) and 7.01 (including Exhibit 99.2) on this Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.Item 9.01. Financial Statements and Exhibits.(d) Exhibits.Exhibit NumberDescription99.1Press release issued by Recursion Pharmaceuticals, Inc. dated March 23, 202299.2Investor presentation of Recursion Pharmaceuticals, Inc. dated March 23, 2022104Cover Page Interactive Data File (embedded within the Inline XBRL document)SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on March 23, 2022.RECURSION PHARMACEUTICALS, INC.By:/s/ Michael SecoraMichael SecoraChief Financial Officer
... |
| COLL |
2 years, 4 months ago |
1.01 |
Item 1.01
Entry into a Material Definitive Agreement.
The information contained in Item 2.03 of this
Current Report on Form 8-K is incorporated by reference herein.
Item 2.01
Completion of Acquisition or Disposition of Assets.
Pursuant to the Merger Agreement, on February 18, 2022, Purchaser
commenced a tender offer to purchase all of the outstanding shares of common stock of BDSI, par value $0.001 per share (the “Shares”),
at a price of $5.60 per Share, in cash, subject to applicable withholding taxes and without interest (the “Offer Price”),
upon the terms and subject to the conditions set forth in the offer to purchase, dated February 18, 2022 (together with any amendments,
supplements or modifications thereto, the “Offer to Purchase”), and in the related letter of transmittal (the “Letter
of Transmittal” and, together with the Offer to Purchase, the “Offer”).
The Offer expired at 12:00 midnight, Eastern Time, at the end of
March 18, 2022 (i.e., one minute following 11:59 p.m., Eastern Time, on March 18, 2022). According to the depositary for
the Offer, 74,780,700 Shares were validly tendered and not validly withdrawn in the Offer, representing approximately 72.44% of the
outstanding Shares (not including 5,548,893 Shares delivered through notices of guaranteed delivery, representing approximately
5.37% of the Shares outstanding). The number of Shares tendered satisfied the condition to the Offer that there be validly tendered
and not validly withdrawn prior to the expiration of the Offer a number of Shares (but excluding Shares tendered pursuant to
guaranteed delivery procedures that have not yet been “received”, as defined by Section 251(h)(6)(f) of the
General Corporation Law of the State of Delaware (the “DGCL”) by the “depository” (as such term is defined
in Section 251(h)(6)(c) of the DGCL), together with the Shares then owned by Purchaser and its affiliates (as such term is
defined in Section 251(h)(6)(a) of the DGCL)),... |
| DY |
2 years, 4 months ago |
7.01 |
Item 7.01 Regulation FD Disclosure.On March 23, 2022 Dycom Industries, Inc. (the “Company”) posted presentation materials under Events & Presentations on the Investor Center section of the Company’s website at https://ir.dycomind.com. Members of the Company’s management may use all or portions of these materials from time to time in meetings with or when making presentations to the investment community, current or potential stakeholders, and others. The presentation materials are furnished herewith as Exhibits 99.1 and 99.2 and will be available at https://ir.dycomind.com for approximately 30 days. The information in the preceding paragraph, as well as Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference into another filing under the Exchange Act or the Securities Act of 1933 if such subsequent filing specifically references this Current Report on Form 8-K.Item 9.01 Financial Statements and Exhibits.(d)Exhibits99.1Dycom Industries, Inc. Investor Presentation March 202299.2Reconciliation of Non-GAAP financial measures included in investor presentationSIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: March 23, 2022 DYCOM INDUSTRIES, INC.(Registrant)By: /s/ Ryan F. UrnessName: Ryan F. UrnessTitle: Vice President, General Counsel and Corporate Secretary
... |
| WOOF |
2 years, 4 months ago |
7.01 |
Item 7.01. Regulation FD Disclosure. On March 23, 2022, Petco Health and Wellness Company, Inc. (the “Company”) issued a press release announcing that it will unveil its long-term strategic priorities at its inaugural Investor Day on Wednesday, March 23, 2022 beginning at approximately 8:00 a.m. Eastern Time. The full text of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1. The event will be streamed live and available via webcast on the Company’s investor relations page at ir.petco.com. A replay of the webcast will also be made available on the Company’s investor relations page through June 23, 2022. The information being furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liability of that section, and shall not be incorporated by reference into any other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Item 9.01. Financial Statements and Exhibits. (d) Exhibits
Exhibit Number
Description
99.1
Press Release, dated March 23, 2022
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SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Petco Health and Wellness Company, Inc.
Date: March 23, 2022
By:
/s/ Ilene Eskenazi
Name: Ilene Eskenazi
Title: Chief Legal and Human Resources Officer and Secretary
... |
| ADS |
2 years, 4 months ago |
7.01 |
Item 7.01 Regulation FD Disclosure.
On March 23, 2022, Alliance Data Systems Corporation (the “Company”) issued a press release announcing that the Company has changed its
name to Bread Financial Holdings, Inc. A copy of this press release is attached hereto as Exhibit 99.1.
The Company also announced that it intends for its common stock to cease trading under the ticker symbol “ADS” and begin trading under
its new ticker symbol, “BFH”, on the New York Stock Exchange, effective April 4, 2022.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Document Description
99.1
Press release dated March 23, 2022.
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The information contained in this report (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set
forth by specific reference in such a filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
... |
| GXO |
2 years, 4 months ago |
1.01 |
Item 1.01
Entry into a Material Definitive Agreement.
On March 22,
2022, GXO Logistics, Inc. (the “Company” or “GXO”), entered into a Term Loan Credit Agreement with the lenders
and other parties from time to time party thereto and Barclays Bank plc, as administrative agent (the “Term Loan Credit Agreement”).
The Term Loan
Credit Agreement provides for a £375 million unsecured term facility, consisting of £187.5million of loans that mature two
years following the closing date (the “2-year Tranche”) and £187.5million of loans that mature three years following
the closing date (the “3-year Tranche”), that may be borrowed by the Company in multiple draws beginning on the date that
the acquisition of the entire issued ordinary share capital of Clipper Logistics plc (the “Acquisition”) by the Company or
one of its subsidiaries is consummated, subject to the satisfaction of certain customary conditions.
The Term Loan
Credit Agreement provides that, subject to certain exceptions, net cash proceeds received by the Company from certain debt issuances by
the Company and its subsidiaries shall result in mandatory prepayments or commitment reductions of the 2-Year Tranche. The proceeds of
borrowings under the Term Loan Credit Agreement may be used to finance, among other things, the Acquisition, the Company’s incurrence,
redemption, replacement or refinancing of indebtedness in connection with the Acquisition and to pay related fees and expenses.
Loans under the
Term Loan Credit Agreement will bear interest at a fluctuating rate per annum equal to, (a) with respect to borrowings in Dollars, at
GXO’s option, the alternate base rate or the adjusted secured overnight financing rate and (b) with respect to borrowings in Pounds
Sterling, Daily Simple SONIA Rate (as defined in the Term Loan Credit Agreement), in each case, plus an applicable margin calculated based
on GXO’s credit ratings.
The Term Loan
Credit Agreement contains representations and warran... |
| GNE |
2 years, 4 months ago |
7.01 |
Item 7.01.
Regulation FD
On
March 23, 2022, the slide presentation (the “Presentation”) attached hereto as Exhibit 99.1 will be provided to certain investors.
The Presentation will also be available on the Registrant’s website at the following link: http://genie.com/investors/presentations/.
The
Registrant is furnishing the information contained in this Report, including Exhibit 99.1, pursuant to Item 7.01 of Form 8-K promulgated
by the Securities and Exchange Commission (the “SEC”). This information shall not be deemed to be “filed” with
the SEC or incorporated by reference into any other filing with the SEC. In addition, the Presentation contains statements intended as
“forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in
the Presentation.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
Document
99.1
Investor Presentation
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1
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
GENIE ENERGY LTD.
By:
/s/ Michael Stein
Name:
Michael Stein
Title:
Chief Executive Officer
Dated:
March 23, 2022
2
EXHIBIT
INDEX
Exhibit
Number
Document
99.1
Investor Presentation
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3
... |
| EVGO |
2 years, 4 months ago |
7.01 |
Item 7.01. Regulation FD DisclosureOn March 23, at 11:00 a.m. Eastern Time, the Company will host its year end and fourth quarter 2021 earnings conference call and webcast. Via webcast, the Company will present portions of its fiscal year and fourth quarter 2021 earnings call presentation (the “Earnings Call Presentation”), which contains a summary of the Company’s financial results for the fiscal year and quarter ended December 31, 2021, financial estimates, and certain other financial and operating information regarding the Company. A copy of the Earnings Call Presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.The information furnished in this Current Report on Form 8-K (including exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.Item 9.01. Financial Statements and Exhibits.(d) Exhibits.ExhibitNumberDescription99.1Press Release, dated March 23, 2022.99.2Earnings Call Presentation.104Cover Page Interactive Data File (embedded within the Inline XBRL document)SIGNATURESPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EVgo Inc. Date: March 23, 2022By:/s/ Olga Shevorenkova Name:Olga Shevorenkova Title:Chief Financial Officer (Principal Financial Officer)2
... |
| ONEW |
2 years, 4 months ago |
7.01 |
Item 7.01
Regulation FD Disclosure.
On March 23, 2022, the Company issued a press release announcing the appointment of Mr. Shell to the Board as a director. A copy of the press release is
furnished as Exhibit 99.1 to this report and is incorporated into this Item 7.01 by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act unless specifically identified therein as being incorporated therein by reference.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit Number
Description
99.1*
Press Release issued by OneWater Marine Inc., dated March 23, 2022.
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* Furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ONEWATER MARINE INC.
B... |
| EQRX |
2 years, 4 months ago |
7.01 |
Item 7.01 Regulation FD Disclosure.
On March 23, 2022, EQRx made available the slide presentation attached
hereto as Exhibit 99.2 on its website and through other means. Information from this slide presentation may also be used by EQRx in future
meetings.
The information contained in this Item 7.01, including Exhibit 99.2
attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
Description
99.1
Press Release dated March 23, 2022 (Furnished herewith)
99.2
Corporate Presentation dated March 23, 2022 (Furnished herewith)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
EQRX, INC.
Date: March 23, 2022
By:
/s/ Melanie Nallicheri
Name:
Melanie Nallicheri
Title:
President and Chief Executive Officer
... |
| AGFY |
2 years, 4 months ago |
7.01 |
Item 7.01. Regulation FD Disclosure.
The
Company hereby furnishes the updated investor presentation attached as Exhibit 99.2 to this Current Report on Form 8-K, which the Company
may use in presentations to investors from time to time.
The
information furnished pursuant to this Item 7.01, including Exhibit 99.2, is not deemed to be “filed” for purposes of Section
18 of the Exchange Act, or otherwise subject to the liability of that section. This information will not be deemed to be incorporated
by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates
them by reference.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
Description
99.1
Press Release of the Company, dated as of March 23, 2022
99.2
Presentation of the Company, dated as of March 23, 2022
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1
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
AGRIFY
CORPORATION
Date:
March 23, 2022
By:
/s/
Timothy R. Oakes
Timothy
R. Oakes
Chief
Financial Officer
2
... |
| WEX |
2 years, 4 months ago |
7.01 |
Item 7.01 Regulation FD Disclosure.
As previously announced, WEX Inc. (the “Company”) will host a virtual Investor Day today, March 23, 2022, beginning at 9:00 a.m. Eastern Time. The Company is
furnishing under this Item 7.01, a copy of a slide deck presentation to be made available in conjunction with the Company’s Investor Day. The presentation is incorporated by reference with this Form 8-K and has also been posted to the Company’s
website. All information in Exhibit 99.1 is presented as of the particular date or dates referenced in it, and the Company does not undertake any obligation to, and disclaims any duty to, update any of the information provided.
In addition, on March 23, 2022 the Company issued a press release which includes information regarding how to access the virtual Investor Day. A copy of the
release is attached as Exhibit 99.2 and is incorporated by reference herein in its entirety.
The information in this Current Report on Form 8-K under Item 7.01, including the attached Exhibit 99.1 and Exhibit 99.2, is being “furnished” and shall not
be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section. Furthermore, the information shall not be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified as being incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
Description
No.
... |
| PV |
2 years, 4 months ago |
7.01 |
Item 7.01
Regulation FD Disclosure On March 23, 2022, PCAC and FFG issued a press release announcing their entry into the BCA. The press release is furnished hereto as Exhibit 99.1 and incorporated by reference herein. Additionally, furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is the investor presentation that PCAC and FFG prepared for use in connection with the announcement of the Business Combination and furnished as Exhibit 99.3 hereto and incorporated into this Item 7.01 by reference is the transcript of a recorded webcast by PCAC and FFG to discuss the transactions contemplated by the Business Combination Agreement described above.
The foregoing (including Exhibits 99.1, 99.2 and 99.3) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act. Forward-Looking Statements This communication including the description of the transactions, agreements, and other information contained herein (collectively, this “communication”) includes “forward-looking statements” within the meaning of the federal securities laws with respect to the proposed Business Combination, and also contains certain financial forecasts and projections. All statements other than statements of historical fact contained in this communication, including, but not limited to, statements as to future results of operations and financial position, planned products and services, business strategy and plans, objectives of management for future operations of the FFG, market size and growth opportunities, competitive position, technological and market trends and the potential benefits and expectations related to the terms and timing of the proposed Business Combination, are forward-looking statements. Some of these forwa... |
| PV |
2 years, 4 months ago |
1.01 |
Item 1.01
Entry Into A Material Definitive Agreement The Business Combination Agreement On March 23, 2022, Primavera Capital Acquisition Corporation, a Cayman Islands exempted company (“PCAC”) entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “BCA”) by and among (i) PCAC, (ii) Lanvin Group Holdings Limited, a Cayman Islands exempted company (“PubCo”), (iii) Lanvin Group Heritage I Limited, a Cayman Islands exempted company and a direct wholly owned subsidiary of PubCo (“Merger Sub 1”), (iv) Lanvin Group Heritage II Limited, a Cayman Islands exempted company and a direct wholly owned subsidiary of PubCo (“Merger Sub 2”, and together with Merger Sub 1, the “Merger Subs”), and (v) Fosun Fashion Group (Cayman) Limited, a Cayman Islands exempted company (“FFG”). The BCA and the transaction contemplated thereby were unanimously approved by the board of directors of each of PCAC and FFG. Pursuant to the BCA, on the closing of the Business Combination (as defined below) (the “Closing” and the date on which the Closing actually occurs, the “Closing Date”) and in sequential order, (i) the Forward Purchase Subscriptions (as defined below) will be consummated immediately prior to the completion of the Initial Merger or otherwise in accordance with the terms thereof, (ii) PCAC will merge with and into Merger Sub 1, with Merger Sub 1 as the surviving entity in the merger, and, after giving effect to such merger, continuing as a wholly owned subsidiary of PubCo (the “Initial Merger”), (iii) Merger Sub 2 will merge with and into FFG, with FFG as the surviving entity in the merger (such surviving entity, the “Surviving Company”), and, after giving effect to such merger, continuing as a wholly owned subsidiary of PubCo (the “Second Merger”), (iv) the PIPE Investment (as defined below) shall be consummated immediately following the completion of the Initial Merger and the Second Merger, and (v) Merger Su... |
| HYZN |
2 years, 4 months ago |
7.01 |
Item 7.01.
Regulation FD Disclosure. The Company management team will host a conference call on March 23, 2022 during which they will make a presentation on the Company’s financial results for the fourth quarter and year ended December 31, 2021. The presentation has been made available on the Company’s website at https://investors.hyzonmotors.com/ and is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The information in this Item 7.01, including the Exhibit 99.2 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01.
Financial Statements and Exhibits. (d) Exhibits.
Exhibit Number
Description
99.1
Press Release, dated March 23, 2022, issued by the Company.
99.2
Investor Presentation
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2
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: March 23, 2022
HYZON MOTORS INC.
By:
/s/ Craig M. Knight
Name:
Craig M. Knight
Title:
Chief Executive Officer
3
... |
| TUGC |
2 years, 4 months ago |
1.01 |
Item 1.01. Entry into a Material Definitive Agreement
Third Amendment to Business Combination Agreement
As previously announced by TradeUP Global Corporation,
a Cayman Islands exempted company incorporated with limited liability (“TradeUP” or the “Company”), on September 27,
2021, TradeUP entered into that certain Business Combination Agreement with TGC Merger Sub, a Cayman Islands exempted company incorporated
with limited liability and a direct wholly-owned subsidiary of TradeUP (“Merger Sub”), and SAITECH Limited, a Cayman Islands
exempted company incorporated with limited liability (“SAITECH”), as amended by that certain Amendment to the Business Combination
Agreement, dated as of October 20, 2021, as amended by that certain Second Amendment to Business Combination Agreement, dated January 26,
2022 (as it may be further amended and/or restated from time to time, the “Business Combination Agreement”). Upon the terms
and subject to the conditions of the Business Combination Agreement, and in accordance with applicable law, Merger Sub will merge with
and into SAITECH, with SAITECH surviving the merger and becoming a wholly owned subsidiary of TradeUP (the “Merger”).
On March 22, 2022, TradeUP, Merger Sub and SAITECH
entered into that certain Third Amendment to the Business Combination Agreement, dated as of March 22, 2022 (the “Third Amendment”),
which extends the Outside Date (as defined in the Business Combination Agreement) thereunder to May 31, 2022.
Important Information About the Business Combination and Where
to Find It
In connection with the proposed Business Combination,
the Company has filed with the SEC a registration statement on Form F-4 (the “Registration Statement”), which includes
a proxy statement/prospectus, and certain other related documents, which will be both the proxy statement to be distributed to holders
of shares of the Company’s ordinary shares in connection with the Company’s solicitation of proxies for the vote by th... |
| SCPS |
2 years, 4 months ago |
7.01 |
Item
7.01 Regulation FD Disclosure.
On March 23, 2022, Duet
BioTherapeutics, Inc. (“Duet”), a wholly-owned subsidiary of Scopus BioPharma Inc. (the “Company”), commenced
the public use of a corporate presentation. A copy of the presentation is attached hereto as Exhibit 99.1.
The information furnished
pursuant to this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed to
be incorporated in any filing of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific
reference in any such filing.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
99.1
Corporate Presentation, March 23, 2022
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SCOPUS BIOPHARMA INC.
Dated: March 23, 2022
By:
/s/ Joshua R. Lamstein
Joshua R. Lamstein
Chairman
... |
| DAVE |
2 years, 4 months ago |
7.01 |
Item 7.01
Regulation FD Disclosure. On March 21, 2022, Dave Inc. (the “Company”) hosted an earnings call to discuss its financial condition and operating results for the year ended December 31, 2021. A transcript of the call is attached hereto as Exhibit 99.1. The information included in this Item 7.01 and the transcript attached hereto as Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall any such information or exhibits be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such document.
Item 9.01
Financial Statements and Exhibits.
Exhibit No.
Description
99.1
Transcript of investor call held on March 21, 2022
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Date: March 23, 2022
Dave Inc.
By:
/s/ John Ricci
Name:
John Ricci
Title:
General Counsel
... |
| ZNTE |
2 years, 4 months ago |
7.01 |
Item 7.01
Regulation FD Disclosure. As previously announced, Zanite Acquisition Corp., a Delaware corporation (“Zanite” or the “Company”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with Embraer S.A., a Brazilian corporation (sociedade anônima) (“Embraer”), Embraer Aircraft Holding Inc., a Delaware corporation and a direct wholly-owned subsidiary of Embraer (“EAH”), and EVE UAM, LLC, a Delaware limited liability company and a wholly-owned subsidiary of EAH (“Eve”). Furnished as Exhibit 99.1 hereto is an updated investor presentation, dated March 2022, to be used by Zanite in meetings with certain of its stockholders and other persons in connection with the proposed transactions contemplated by the Business Combination Agreement (the “Business Combination”), which updated presentation principally incorporates previously disclosed information relating to the Business Combination. The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Zanite under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1. Important Information about the Business Combination and Where to Find It In connection with the business combination, on December 30, 2021, Zanite has filed with the Securities and Exchange Commission (“SEC”) a preliminary proxy statement (as amended by Amendment No. 1 to the preliminary proxy statement, filed on February 9, 2022, as further amended by Amendment No. 2 to the preliminary proxy statement, filed on March 18, 2022) relating to the Business... |
| INGN |
2 years, 4 months ago |
7.01 |
Item 7.01.
Regulation FD Disclosure.
On March 23, 2022, the Company issued a press release announcing the appointment of each of Mr. King, Ms. Ladone and Mr. Boehnlein as a director. A copy of the press release is furnished herewith as Exhibit 99.1.
The information set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Description
99.1
Press Release dated March 23, 2022.
104
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
INOGEN, INC.
Date: March 23, 2022
By:
/s/ Nabil Shabshab
Nabil Shabshab
Chief Executive Officer and President
... |
| LSYN |
2 years, 4 months ago |
1.01 |
Item 1.01 Entry into a Material Definitive Agreement.
On March 21, 2022, Liberated Syndication, Inc., a Nevada corporation (the “Company”), entered into an amendment to the Registration Rights Agreement, dated June 3, 2021 (the “Amendment”), with certain purchasers, pursuant to which the parties agreed that the Company may pay registration delay payments for its failure to file a registration statement, have such registration statement declared effective, or maintain such registration statement’s effectiveness in cash, common stock (at a price of $3.75 per share), or a combination of cash and common stock (at the Company’s sole discretion) on the first business day of the succeeding fiscal quarter. The summary of the Amendment in this Current Report on Form 8-K is qualified by reference to the full text of the Amendment, which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Number
10.1
Amendment No. 1 to Registration Rights Agreement, dated March 21, 2022, by and between Liberated Syndication, Inc. and certain purchasers.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
LIBERATED SYNDICATION, INC.
Date:
March 22, 2022
By:
/s/ Bradley Tirpak
Name: Bradley TirpakTitle: Chief Executive Officer
... |
| HMHC |
2 years, 4 months ago |
1.01 |
Item 1.01
Entry into a Material Definitive Agreement. On March 21, 2022, Houghton Mifflin Harcourt Company, a Delaware corporation (the “Company”), entered into Amendment No. 1 (the “First Amendment”) to the Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Harbor Holding Corp., a Delaware corporation (the “Parent”), and Harbor Purchaser Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (the “Purchaser”). The Merger Agreement provides for the acquisition of the Company by the Parent through a cash tender offer (the “Offer”) by the Purchaser for all of the Company’s outstanding shares of common stock. The First Amendment provides that if all conditions to the consummation of the Offer (other than the condition providing that the Purchaser is not required prior to April 7, 2022 (the “Inside Date”) to accept for purchase shares tendered pursuant to the Offer and other than those conditions that by their nature are to be satisfied at the time the Purchaser accepts for purchase the shares tendered pursuant to the Offer) are satisfied or waived at the time of any then-scheduled expiration date of the Offer, then the Parent shall cause the Purchaser to extend the Offer until one minute after 11:59 p.m., Eastern Time, on the day that is last business day prior to the Inside Date. Except as set forth in the First Amendment, all other terms of the Merger Agreement remain unchanged and in full force and effect. The foregoing description of the First Amendment is qualified in its entirety by reference to the First Amendment, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference. Important Information This filing is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of the Company’s common stock. The solicitation and offer to buy shares of the Company’s is only being made pursuant to the tender offer materials that the Parent ... |
| SPTK |
2 years, 4 months ago |
1.01 |
Item 1.01
Entry into a Material Definitive Agreement
On March 16, 2022, SportsTek Acquisition Corp. (the “Company”) issued
a promissory note (the “Note”) in the principal amount of up to $1,000,000 to JTJT Partners LLC (the “Sponsor”). The Note was issued
in connection with advances the Sponsor has made, and may make in the future, to the Company for working capital expenses. If the Company completes an initial business combination (a “Business
Combination”), the Company would repay the Note out of the proceeds of the trust account released to the Company. Otherwise, the Note would be repaid only out of funds held outside the trust account. In the event that a Business
Combination does not close, the Company may use a portion of the working capital held outside the trust account to repay the Note but no proceeds from the trust account would be used to repay the Note. At the election of the Sponsor, all or a
portion of the unpaid principal amount of the Note may be converted into warrants of the Company at a price of $1.00 per warrant (the “Conversion Warrants”). The Conversion Warrants and their
underlying securities are entitled to the registration rights set forth in the Note.
The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities
Act of 1933, as amended.
The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1
hereto and is incorporated herein by reference.
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K ... |
| PRPO |
2 years, 4 months ago |
7.01 |
Item 7.01 Regulation FD Disclosure
On
March 22, 2022, Precipio, Inc (the "Company") announced that management will host a Q4-2021 and year-end Shareholder Update
Call on Monday April 4th at 5:00 PM EST. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein
by reference.
The information in this Current Report on Form 8-K, including Exhibit
99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall
it be deemed subject to the requirements of amended Item 10 of Regulation S-K, nor shall it be deemed incorporated by reference into any
filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof,
regardless of any general incorporation language in such filing. The furnishing of this information hereby shall not be deemed an admission
as to the materiality of any such information.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1Precipio Inc Press Release
104Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document)
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PRECIPIO, INC.
By:
s/ Ilan Danieli
Name:
Ilan Danieli
Title:
Chief Executive Officer
Date: March 22, 2022
... |
| AHT |
2 years, 4 months ago |
7.01 |
ITEM 7.01 REGULATION FD DISCLOSURE On March 23, 2022, Ashford Hospitality Trust, Inc. (the “Company”) released an investor presentation, attached hereto as Exhibit 99.1.The investor presentation is being furnished pursuant to General Instruction B.2 of Form 8-K. The information in this Current Report is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor is it subject to the liabilities of that section or deemed incorporated by reference in any filing under the Exchange Act unless specifically identified therein as being incorporated therein by reference.ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) ExhibitsExhibit Number Description99.1 March 2022 Investor Presentation104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ASHFORD HOSPITALITY TRUST, INC.Dated: March 23, 2022By:/s/ Alex RoseAlex RoseExecutive Vice President, General Counsel & Secretary
... |
| PLL |
2 years, 4 months ago |
7.01 |
Item 7.01
Regulation FD Disclosure.
On March 22, 2022, Piedmont Lithium Inc. issued a press release, which is attached as Exhibit 99.1 hereto.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the
Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
99.1
Press Release.
104
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2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
PIEDMONT LITHIUM INC.
Date: March 22, 2022
/s/ Keith Phillips
Name:
Keith Phillips
Title:
President and Chief Executive Officer
3
... |
| SWX |
2 years, 4 months ago |
1.01 |
Item 1.01.
Entry into a Material Definitive Agreement. Closing of Senior Notes Offering On March 22, 2022, Southwest Gas Corporation (the “Company”), a wholly owned subsidiary of Southwest Gas Holdings, Inc. (the “Parent”), completed a public offering of $600 million aggregate principal amount of 4.05% Senior Notes due 2032 (the “Notes”) pursuant to an Underwriting Agreement, dated March 17, 2022, with KeyBanc Capital Markets Inc., MUFG Securities Americas Inc., TD Securities (USA) LLC and U.S. Bancorp Investments, Inc., as representatives of the underwriters named therein (the “Underwriting Agreement”). The Notes were registered under the Securities Act of 1933, as amended, pursuant to an effective shelf registration statement on Form S-3 (File No. 333-251074-01) filed with the Securities and Exchange Commission on December 2, 2020. The Company received net proceeds from the sale of the Notes of approximately $592.7 million, after deducting underwriting discounts and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the offering to redeem the Company’s outstanding 3.875% Senior Notes due 2022 in full, to repay the outstanding amounts under the Company’s credit facility and the remainder for general corporate purposes. The Notes were issued pursuant to an Indenture, dated as of June 4, 2020 (the “Base Indenture”), by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”) and a Third Supplemental Indenture, dated as of March 22, 2022, between the Company and the Trustee (the “Third Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Indenture provides for customary events of default and includes certain covenants, including, but not limited to, restrictions on the Company’s ability to issue indebtedness for borrowed money secured by a lien and enter into certain sale and lease-back transactions. The Notes bear interest at a fixed r... |
| GTX |
2 years, 4 months ago |
1.01 |
Item 1.01Entry into a Material Definitive Agreement.
Second Amendment to Credit Agreement
On March 22, 2022, Garrett Motion Inc. (the “Company”)
entered into an Amendment No. 2 (the “Second Amendment”) to that certain Credit Agreement, dated as of April 30, 2021,
by and among the Company, Garrett LX I S.à r.l., Garrett Motion Holdings Inc., Garrett Motion Sàrl (the “Swiss
Borrower”), the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended by
the First Amendment, dated as of January 11, 2022, the “Credit Agreement”, and as amended by the Second Amendment,
the “Amended Credit Agreement”).
The Second Amendment increases the amount of revolving loan commitments
available to the Swiss Borrower under the Credit Agreement by $50,500,000 (the “Incremental Revolving Commitment”)
to an aggregate amount of $474,750,000. The Incremental Revolving Commitment has the same terms and is generally subject to the same
conditions applicable to the existing revolving facility under the Credit Agreement, except for fees paid in connection with the arrangement
of the increased amount.
Additionally, the Second Amendment removes the requirement that restricted payments made in cash for the benefit
of holders of the Company’s Series A cumulative convertible preferred stock on or before December 31, 2022 be made on a ratable basis
to the holders of the Company’s common stock, and makes additional clarifying amendments to certain restricted payment covenants.
The above description of the terms of the Second Amendment and the Amended
Credit Agreement is qualified in its entirety by reference to the full text of the Amended Credit Agreement, a copy of which will be filed
as an exhibit to the Company’s quarterly report on Form 10-Q for the fiscal quarter ending March 31, 2022.
Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The information in Item 1.01 i... |
| BTCY |
2 years, 4 months ago |
1.01 |
Item
1.01 Entry into a Material Definitive Agreement.
On
March 22, 2022, Biotricity, Inc. (the “Company”) entered into an At The Market Offering Agreement, or the ATM Agreement,
with H.C. Wainwright & Co., LLC, as sales agent, pursuant to which we may offer and sell, from time to time, through Wainwright shares
of our common stock, $0.001 par value per share.
Subject
to the terms and conditions of the ATM Agreement, Wainwright will use commercially reasonable efforts consistent with its normal trading
and sales practices to sell shares from time to time based upon our instructions, including any price, time or size limits specified
by us. Under the ATM Agreement, Wainwright may sell shares by any method deemed to be an “at the market” offering as defined
in Rule 415 under the U.S. Securities Act of 1933, as amended, including in privately negotiated transactions. Wainwright’s obligations
to sell shares under the ATM Agreement are subject to satisfaction of certain conditions. The Company will pay Wainwright a commission
of 3% of the aggregate gross proceeds from each sale of shares and has agreed to provide Wainwright with customary indemnification and
contribution rights. We also agreed to reimburse Wainwright for certain specified expenses of up to $50,000.
We
are not obligated to make any sales of our common stock under the ATM Agreement and no assurance can be given that we will sell any shares
under the ATM Agreement, or, if we do, as to the price or amount of shares that we will sell, or the dates on which any such sales will
take place. The ATM Agreement will terminate upon the earlier of (i) the sale of all shares under the ATM Agreement, or (ii) as provided
therein.
Sales
of shares of common stock under the ATM Agreement will be made pursuant to the registration statement on Form S-3 (File No. 333-255544),
which was declared effective by the U.S. Securities and Exchange Commission, or SEC, on May 4, 2021, and a related prospectus
supplement ... |
| SPLP |
2 years, 4 months ago |
7.01 |
Item 7.01 Regulation FD Disclosure.
On March 22, 2022, Steel Partners Holdings L.P., a Delaware limited partnership (the “Company”), published an annual letter to its stakeholders and issued a press release announcing its publication. Copies of the letter and press release are being furnished as Exhibits 99.1 and 99.2 hereto.
The information in this Item 7.01, including Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report on Form 8-K, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Exhibits
99.1
Letter to Stakeholders, dated March 22, 2022
99.2
Press Release, dated March 22, 2022
104
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
March 22, 2022
STEEL PARTNERS HOLDINGS L.P.
By:
Steel Partners Holdings GP Inc.
Its General Partner
... |
| MSM |
2 years, 4 months ago |
7.01 |
Item 7.01.Regulation FD DisclosureOn March 22, 2022, MSC Industrial Direct Co., Inc. (the “Company”) issued a press release announcing that its Board of Directors has declared a cash dividend of $0.75 per share on the common stock of the Company. A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein. The information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing. Item 9.01.Financial Statements and Exhibits (d) Exhibits: 99.1 Press Release, dated March 22, 2022, issued by MSC Industrial Direct Co., Inc.104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
-2-
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MSC INDUSTRIAL DIRECT CO., INC. Date: March 22, 2022By:/s/ KRISTEN ACTIS-GRANDE Name:Kristen Actis-Grande Title:Executive Vice President and Chief Financial Officer
-3-
... |
| LILA |
2 years, 4 months ago |
7.01 |
Item 7.01. REGULATION FD DISCLOSURES Liberty Communications PR Holding LP (Liberty PR) is a wholly-owned subsidiary of Liberty Latin America Ltd. (Liberty Latin America). On March 22, 2022, the financial report of Liberty PR for the year ended December 31, 2021 was made available under the investor relations section of the Liberty Latin America website (www.lla.com). This Current Report on Form 8-K is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to liabilities of that Section.Item 9.01 Financial Statements and Exhibits(d) Exhibits.Exhibit No.Exhibit Name101.SCHXBRL Inline Taxonomy Extension Schema Document.101.DEFXBRL Inline Taxonomy Extension Definition Linkbase.101.LABXBRL Inline Taxonomy Extension Label Linkbase Document.101.PREXBRL Inline Taxonomy Extension Presentation Linkbase Document.104Cover Page Interactive Data File.* (formatted as Inline XBRL and contained in Exhibit 101) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LIBERTY LATIN AMERICA LTD. By:/s/ MICHAEL D. OLIVER Michael D. Oliver Vice President, Global Financial Reporting Date: March 22, 2022
... |
| PRTY |
2 years, 4 months ago |
1.01 |
Item 1.01.
Entry into a Material Definitive Agreement. On March 18, 2022, certain subsidiaries of Party City Holdco Inc. (the “Company”) entered into a Sixth Amendment to ABL Credit Agreement (the “ABL Amendment”) among Party City Holdings Inc., a wholly-owned indirect subsidiary of the Company (the “Borrower Agent”), Party City Corporation, a wholly-owned direct subsidiary of the Borrower Agent (the “Subsidiary Borrower” and, together with the Borrower Agent, the “Borrowers”), PC Intermediate Holdings, Inc., the direct parent company of the Borrower Agent (“PC Intermediate”), certain subsidiaries of the Borrowers, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), which amended that certain ABL Credit Agreement, originally dated as of August 19, 2015 (as amended from time to time, the “ABL Credit Agreement”), by and among the Borrowers, PC Intermediate, the subsidiaries of the Borrowers from time to time party thereto, the lenders from time to time party thereto, and the Administrative Agent. The ABL Credit Agreement governs the Borrowers’ existing $475 million asset-based revolving credit facility. The ABL Amendment modified certain eligibility criteria with respect to the inventory component of the borrowing base to which such credit facility is subject. Such changes lengthen the permitted in-transit time for eligible in-transit inventory being shipped from a location outside of the United States, subject to a cap on the aggregate amount of foreign in-transit inventory that is eligible to be reflected in the borrowing base. This description of the ABL Amendment does not purport to be complete and is qualified in its entirety by reference to the ABL Amendment, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Th... |
| CLRD |
2 years, 4 months ago |
1.01 |
Item
1.01
Entry
into a Material Definitive Agreement.
MCA
New Braunfels Operating Company LLC (“MCA”), a subsidiary of Clearday, Inc. (“Clearday” or the “Company”),
entered into two separate financing agreements providing aggregate net proceeds of approximately $326,341 after payment of fees
to the financing parties, approximately $61,584 of which was used to refinance indebtedness to the same financing parties.
The
financings were used in part to fund Clearday’s businesses, including its innovative care business.
One
financing agreement is the Futures Receipts Sale and Purchase Agreement which funded on March 16, 2022 (“Factoring Agreement
1”), by and between MCA and Cloudfund LLC d/b/a Samson Group (“Financier 1”). Under Factoring Agreement 1, MCA sold
to Financier 1 a specified percentage of its future receipts (as defined by Factoring Agreement 1, which include the future resident
revenues in the New Braunfels residential care facility owned by MCA) equal to $345,000.00 for $250,000.00, less origination and other
fees of approximately $7,500. MCA used approximately $33,100 of the net proceeds to repay the obligations to Financing 1 outstanding
under a similar agreement dated September 28, 2021. The current financing agreement provided (1) a 72.5% advance rate, which is
better to MCA than the 70.1% advance rate under the prior agreement and (2) a lower remittance rate that provides for repayment
over 35 weeks, compared to repayment over 30 weeks under the prior agreement. Financier 1 has specified customary collection
procedures for the collection and remittance of the weekly payable amount including direct payments from a specified authorized bank
account. Factoring Agreement 1 expressly provides that the sale of the future receipts shall be construed and treated for all purposes
as a true and complete sale and includes customary provisions granting a security interest under the Uniform Commercial Code in accounts
and the proceeds. Fact... |
| IMH |
2 years, 4 months ago |
1.01 |
Item 1.01
Entry into a Material Definitive Agreement
On
March 16, 2022, Impac Mortgage Holdings, Inc. (the “Company”), and its subsidiaries, IMH Assets Corp., Impac Secured Assets
Corp. and Impac Funding Corporation (together with the Company, the “Sellers”) entered into a Purchase, Sale and Assignment
Agreement (the “Sale Agreement”) pursuant to which the Sellers agreed to sell certain certificates, and assign certain optional
termination and loan purchase rights, owned by the Sellers relating to 37 securitizations that closed between 2000 and 2007 (the “Securitizations”).
Impac Funding Corporation shall remain the master servicer with respect to all of the Securitizations.
Pursuant to the terms of
the Sale Agreement, the purchaser shall pay to the Sellers an aggregate cash purchase price of $37.5 million, $20.0 million of which
was paid on March 16, 2022, and the remaining balance of the purchase price is to be paid by April 30, 2022 (or such later date
agreed to by the purchasers) which is contingent upon the Sellers’ satisfaction of certain closing and payment release
provisions, including delivery of certain certificates, set forth in the Sale Agreement.
The Sale Agreement contains customary continuing
obligations of the related Seller to assist the purchaser in exercising the rights should the purchaser exercise such rights in the future,
and certain remedies in connection with the exercise of such rights.
The Company expects to use the proceeds, net of
transaction costs, for general corporate purposes and working capital, which may include the repayment of debt obligations.
The description of the terms and conditions of
the Sale Agreement set forth herein do not purport to be complete and are qualified in their entirety by reference to the terms of the
Sale Agreement, a copy of which is included as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
The representations, warranties and covenants con... |
| CNC |
2 years, 4 months ago |
7.01 |
Item 7.01. Regulation FD Disclosure.
A copy of the press release announcing the events described in Item 5.02 above is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit Number
Description
99.1
Press Release, dated March 22, 2022.
104
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
CENTENE CORPORATION
Date:
March 22, 2022
By:
/s/ Christopher A. Koster
Christopher A. Koster
Executive Vice President, Secretary and General Counsel
... |
| XOM |
2 years, 4 months ago |
7.01 |
Item 7.01Regulation FD DisclosureJoseph L. Hooley, former chairman and CEO of State Street Corp. and a director since 2020, has been selected by the independent directors to serve as lead director, effective after the annual meeting of shareholders.2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EXXON MOBIL CORPORATION Date: March 22, 2022By:/s/ LEN M. FOX Len M. Fox Vice President and Controller (Principal Accounting Officer)3
... |
| ABR |
2 years, 4 months ago |
1.01 |
Item
1.01Entry
into a Material Definitive Agreement.
On March 17, 2022, Arbor Realty Trust, Inc.
(the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”), among the Company, Arbor
Realty Limited Partnership and J.P. Morgan Securities LLC and JMP Securities LLC, as representatives of the underwriters named therein
(the “Underwriters”), for the issuance and sale by the Company of 6,500,000 shares of its common stock, par value $0.01 per
share (the “Common Stock”). The Underwriters agreed to purchase the Common Stock from the Company at a price of $16.57 per
share, resulting in approximately $107.6 million of total net proceeds, after deducting the estimated expenses of this offering, to the
Company. In addition, the Company granted the Underwriters an option for 30 days to purchase up to an additional 975,000 shares of Common
Stock. The Underwriters exercised the option in full on March 18, 2022. The Underwriting Agreement includes customary representations,
warranties, covenants and closing conditions. It also provides for customary indemnification by each of the Company and certain affiliated
entities and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities. The transaction
contemplated by the Underwriting Agreement closed on March 22, 2022.
The offering and sale of Common Stock were made
pursuant to a preliminary prospectus supplement and final prospectus supplement related to the Company’s effective shelf registration
statement on Form S-3 (File No. 333-242377), each of which have been filed with the Securities and Exchange Commission. A copy
of the Underwriting Agreement is filed as Exhibit 1.1 hereto and incorporated herein by reference. The foregoing summary does not
purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement. The legal opinion of Venab... |
| LCNB |
2 years, 4 months ago |
7.01 |
Item 7.01 Regulation FD Disclosure.LCNB Corp. (NASDAQ: LCNB) intends to use the materials furnished herewith as Exhibit 99.1 and incorporated herein by reference in upcoming meetings with investors/analysts.The information in this Current Report on Form 8-K is being furnished under Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 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.(d) Exhibits.Exhibit No. Description99.1 LCNB Corp. Presentation March 22, 2022SIGNATURESPursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.LCNB CORP.Date: March 22, 2022By: /s/ Robert C. Haines II Robert C. Haines IIChief Financial Officer
... |
| BAX |
2 years, 4 months ago |
7.01 |
Item 7.01 Results of Operations and Financial Condition. On March 21, 2022, Baxter International Inc. (the “Company” or “Baxter”) submitted responses to the additional information requests from the U.S. Food & Drug Administration (“FDA”) with respect to two 510(k) applications for Baxter’s new Novum IQ infusion platform. The responses cover the NOVUM IQ Large Volume Pump (the “Novum LVP”) and related Dose IQ Safety Software. The Company currently expects FDA to respond on these two submissions by the end of April 2022. The Company intends to launch the Novum LVP in the United States shortly after receiving clearance from FDA. The Company is also preparing to submit responses to the additional information requests from FDA with respect to its final 510(k) for the NOVUM IQ Syringe Pump in the second quarter of 2022. This Form 8-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including with respect to statements regarding the anticipated timing of FDA’s response on the Novum LVP and Dose IQ Safety Software submissions, the anticipated launch of the Novum LVP in the U.S. and the submission of responses to additional information requests on the Company’s NOVUM IQ Syringe Pump application. Use of the words “may,” “will,” “would,” “could,” “should,” “believes,” “estimates,” “projects,” “potential,” “expects,” “plans,” “seeks,” “intends,” “evaluates,” “pursues,” “anticipates,” “continues,” “designs,” “impacts,” “affects,” “forecasts,” “target,” “outlook,” “initiative,” “objective,” “designed,” “priorities,” “goal,” or the negative of those words or other similar expressions is intended to identify forward-looking statements that represent our current judgment about possible future events. The statements are based on assumptions about many important factors, including the following, which could cause actual results to differ materially from those in the forward-looking statements: future discussions with... |
| CCRN |
2 years, 4 months ago |
1.01 |
Item 1.01
Entry into a Material Definitive Agreement
On March 21, 2022, Cross Country Healthcare, Inc. (the "Company") amended its ABL Credit Agreement dated October 25, 2019, as amended, restated or otherwise
modified from time to time, among the Company, substantially all of its wholly-owned subsidiaries, and Wells Fargo Bank N.A., as lender and administrative agent. The facility may be further syndicated at a later date. The amendment increases the
current aggregate committed size of the asset-based credit facility from $150 million to $300 million, extends the credit facility for an additional five years, and increases certain borrowing base sub-limits. In addition, the agreement provides
the option for all or a portion of the borrowings to bear interest at a rate based on SOFR or base rate, at the election of the borrowers, plus an applicable margin. The applicable margin will increase 10 basis points due to the credit spread
associated with the transition to SOFR.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended ABL Credit Agreement
as filed as Exhibit 10.1 to this Form 8-K.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated into Item 2.03 by reference.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits
Exhibit
Description
... |
| KRYS |
2 years, 4 months ago |
7.01 |
Item 7.01 Regulation FD Disclosure.On March 22, 2022, Juene Aesthetics, Inc. (the “Company”), a wholly-owned subsidiary of Krystal Biotech, Inc., issued a press release announcing positive proof-of-concept efficacy data from Cohort 2 of the PEARL-1 study of KB301, the Company’s lead candidate for the treatment of aesthetic skin conditions. In addition, the press release indicated that the Company and Krystal Biotech, Inc. would host an investor conference call at 8:00 a.m. ET on March 22, 2022 to discuss the Phase 1 PEARL-1 study data and the KB301 clinical development program. For purposes of the call, the Company provided an investor slide presentation (the “Investor Slide Presentation”), which is available on the “Investors” section of Krystal Biotech Inc.’s website at www.krystalbio.com. Copies of the press release and the Investor Slide Presentation are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated by reference herein.This information in this Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, or incorporated by reference in any filing.Item 9.01 Financial Statements and Exhibits.(d) Exhibits.ExhibitNo. Description99.1 Press Release, dated March 22, 202299.2Investor Slide Presentation, dated March 22, 2022104Cover Page Interactive Data file (embedded within the Inline XBRL document) SIGNATURESPursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: March 22, 2022 KRYSTAL BIOTECH, INC. By: /s/ Krish S. Krishnan Name: Krish S. Krishnan Title: President and Chief Executive Officer
... |
| QCRH |
2 years, 4 months ago |
7.01 |
Item 7.01
Regulation FD Disclosure.
In connection with the events
discussed in Item 8.01 below, QCR Holdings, Inc., a Delaware corporation (“QCR Holdings”), issued a press release on
March 22, 2022. A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.
The information furnished
pursuant to this Item shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933,
as amended (the “Securities Act”), or the Exchange Act, except as may be expressly set forth by specific reference in such
filing.
Item 8.01Other Events.
As previously announced, on
November 9, 2021, QCR Holdings entered into an Agreement and Plan of Merger (the “Agreement”) with Guaranty Federal Bancshares, Inc.,
a Delaware corporation (“Guaranty”). Pursuant to the terms of the Agreement, Guaranty will merge with and into QCR Holdings,
with QCR Holdings as the surviving corporation (the “Merger”). Guaranty Bank, Guaranty’s wholly-owned bank subsidiary
(“Guaranty Bank”), will be merged with and into Springfield First Community Bank, QCR Holdings’ bank subsidiary, concurrently
with or shortly following the completion of the Merger (the “Bank Merger”).
Guaranty held a special meeting
of its stockholders on March 21, 2022, for the purpose of approving the Merger and the Agreement. Guaranty’s stockholders approved
the Merger and the Agreement at the special meeting.
Under the terms of the Agreement,
stockholders of Guaranty will have the right to receive for each share of Guaranty common stock owned, at the election of each
stockholder, and subject to proration: (i) $30.50 in cash, (ii) 0.58775 shares of QCR Holdings common stock, or (iii) mixed
consideration of $6.10 in cash and 0.4702 shares of QCR Holdings common stock, with total consideration to consist of 80% stock and 20%
cash. G... |
| DSGN |
2 years, 4 months ago |
1.01 |
Item 1.01
Entry into a Material Definitive Agreement.
On March 18, 2022, Design Therapeutics, Inc. (the “Company”) entered into a First Amendment (the “Lease Amendment”) to its Lease, dated February 2, 2021 (the “Lease Agreement”) with Crossing Holdings, LLC. Pratik Shah, Ph.D., Executive Chair, co-founder and a member of the Company’s Board of Directors, is the sole member and Manager of Crossing Holdings, LLC.
Under the Lease Agreement, the Company currently leases approximately 12,370 square feet of office, research and laboratory space located at 6005 Hidden Valley Road, Carlsbad, California 92011 (the “Building”). Pursuant to the Lease Amendment, the Company will lease approximately 4,900 square feet of additional office space in the Building (the “Expansion Premises”). The term of the Lease Amendment for the Expansion Premises commenced as of March 18, 2022 and will expire on August 31, 2027 (the “Term”). The Lease Amendment provides for an abatement of rent for the Expansion Premises through June 15, 2022. The Company will take possession of the Expansion Premises once certain tenant improvements are complete, which is anticipated to be no later than July 1, 2022 (the “Expected Delivery Date”) and the Company is entitled to an additional abatement of rent if the Expansion Premises are not made available to the Company by the Expected Delivery Date, subject to certain conditions provided for in the Lease Amendment.
The annual base rent for the Expansion Premises is expected to initially be approximately $132,000 plus the Company’s share of operating expenses and taxes and will be subject to 3% annual increases in March of each year during the Term. The Company will have the option to extend the Term for the Expansion Premises on the same terms and conditions applicable to the original premises under the Lease Agreement.
The foregoing summary of the Lease Amendment does not purport to be a complete description of the doc... |
| SSNC |
2 years, 4 months ago |
1.01 |
Item 1.01. Entry into a Material Definitive Agreement
The description of the Incremental Joinder set forth in Item 2.03 below is incorporated into this Item 1.01 by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On March 16, 2022, SS&C Technologies Holdings, Inc. (“SS&C” or the “Company”) completed its previously announced acquisition of Blue Prism Group plc, a company incorporated in England and Wales (“Blue Prism”), on the terms described in the Company’s Current Report on Form 8-K filed on December 7, 2021.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On March 22, 2022, the Company, SS&C Technologies, Inc., a subsidiary of the Company (“Technologies”), SS&C Financing LLC (“Designated U.S. Co-Borrower”), SS&C European Holdings S.à R.L. (“Designated Borrower”) and certain of the Company’s other subsidiaries entered into an Incremental Joinder (the “Incremental Joinder”) to the amended and restated credit agreement dated April 16, 2018 (as amended, the “Credit Agreement”), among the Company, Technologies, Designated U.S. Co-Borrower, Designated Borrower, SS&C Technologies Holdings Europe S.à R.L., certain of the Company’s other subsidiaries, Credit Suisse AG, Cayman Islands Branch, acting as administrative agent, and certain lenders and letter of credit issuers party therto.
Pursuant to the Incremental Joinder, a new $650 million senior secured incremental term loan B facility (the “U.S. Incremental Term Loan Facility”) was made available to Technologies and the Designated U.S. Co-Borrower and a new $880 million senior secured incremental term loan B facility (the “Lux Incremental Term Loan Facility” and, together with the U.S. Incremental Term Loan Facility, the “Incremental Term Loan Facilities”) was made available to Designated Borrower, in each case, for purposes of financing a portion of the consideration for the acquisition of Blue ... |
| BRLI |
2 years, 4 months ago |
7.01 |
Item
7.01 Regulation FD Disclosure.
The
Company’s shareholders elected to redeem an aggregate of 633,792 shares in connection with the Special Meeting. Following such
redemptions and the deposit of the contribution described above, the amount of funds remaining in the trust account is approximately
$41.5 million. Accordingly, following such redemptions and the deposit of the contribution, the Company has 5,477,208 ordinary shares
issued and outstanding (1,511,000 of which are shares held by our initial shareholders and are not subject to redemption) and the pro
rata portion of the funds available in the trust account is approximately $10.46 per public share.
On
March 22, 2022, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing
that the Company has extended the period of time it will have to consummate its initial business combination by a further four months,
or until July 23, 2022, and related matters.
The
information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such filing.
Item
9.01. Financial Statements and Exhibits
(c)
Exhibits:
Exhibit
No.
Description
3.1
Amended and Restated Articles
of Association
10.1
Promissory Note, dated
March 20, 2022
99.1
Press Release, dated March
22, 2022
104
Cover Page Interactive
Data File (embedded within the Inline XBRL document)
2
SIGNATURE
Pursuant
to the requirements of the Securities Exc... |
| BRLI |
2 years, 4 months ago |
1.01 |
Item
1.01 Entry into a Material definitive Agreement.
The
disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As
disclosed in the definitive proxy statement filed by Brilliant Acquisition Corporation (the “Company”) with the Securities
and Exchange Commission on March 4, 2022 (the “Proxy Statement”) relating to the Special Meeting of shareholders of the Company
(the “Special Meeting”), Nisun Investment Holding Limited, the Company’s sponsor (the “Sponsor”), agreed
that if the Extension Amendment Proposal (as defined below) is approved, it or its affiliates will contribute to the Company as a loan
approximately $0.16 for each ordinary share issued in the Company’s initial public offering (the “public shares”) that
was not redeemed in connection with the shareholder vote to approve the extension of the deadline to complete an initial business combination
to July 23, 2022.
Accordingly,
on March 20, 2022, the Company issued an unsecured promissory note in the aggregate principal amount of $634,594 (the “Note”)
to the Sponsor. The Note does not bear interest and matures upon closing of the Company’s initial business combination. In the
event that the Company does not consummate a business combination, the Note will be repaid only from amounts remaining outside of the
Company’s trust account, if any. The proceeds of the Note have been deposited in the Company’s trust account in connection
with extending the business combination completion window until July 23, 2022.
The
foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed with
this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
March 22, 2022,... |
| CVNA |
2 years, 4 months ago |
1.01 |
Item 1.01 Entry into a Material Definitive Agreement.On each of March 17, 2022 and March 22, 2022, a subsidiary of Carvana Co. (the "Company"), Ally Bank, and Ally Financial Inc. (together, the "Ally Parties") amended the Amended and Restated Master Purchase and Sale Agreement (the “MPSA”) to, in aggregate, extend the Scheduled Commitment Termination Date to March 21, 2023 and increase the Ally Parties\' commitment to purchase automotive finance receivables to $5.0 billion, an increase of $1.0 billion from the previous commitment.The foregoing descriptions of the amendments to the MPSA are qualified in their entirety by reference to the complete text of each amendment, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, hereto.Item 9.01 Financial Statements and Exhibits.(d) Exhibits.Exhibit No.Description10.1Nineteenth Amendment to Amended and Restated Master Purchase and Sale Agreement10.2Twentieth Amendment to Amended and Restated Master Purchase and Sale Agreement101Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.104The cover page from the Current Report on Form 8-K, formatted as Inline XBRL.SIGNATURESPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.Date:March 22, 2022CARVANA CO.By:/s/ Paul BreauxName:Paul BreauxTitle:Vice President
... |
| DCP |
2 years, 4 months ago |
1.01 |
Item 1.01
Entry into a Material Definitive Agreement. On March 18, 2022, DCP Midstream, LP (the “Partnership”) and its 100% owned subsidiary, DCP Midstream Operating, LP (the “Company”), entered into the Third Amended and Restated Credit Agreement with Mizuho Bank, Ltd. (“Mizuho”), as Administrative Agent, and the lenders party thereto (the “Credit Agreement”). Amongst other changes, the Credit Agreement extended the maturity date of the agreement from December 9, 2024 to March 18, 2027, updated interest rate provisions to term SOFR, implemented a sustainability adjustment margin, and amended the debt covenant with respect to indebtedness attributable to a qualified securitization transaction. The Credit Agreement provides for an unsecured revolving credit facility in an aggregate principal amount of up to $1.4 billion, with an option for the Company to increase the revolving loan commitment by an aggregate principal amount of up to $500 million, subject to requisite lender approval. Loans under the Credit Agreement will be used for working capital and for other general partnership purposes, including acquisitions. The Credit Agreement has a five-year term and may be extended for up to two additional one-year periods subject to requisite lender approval. The Credit Agreement provides sublimits for swingline loans and for the issuance of letters of credit. Loans under the Credit Agreement accrue interest based, at the Company’s election, on either the term SOFR rate or the base rate plus, in each case, an applicable margin. The applicable margin used in connection with interest rates and fees under the Credit Agreement is based on the Partnership’s or the Company’s, as applicable, non-credit-enhanced, senior unsecured long-term debt rating at the applicable time. In addition, the Credit Agreement implements a sustainability adjustment (the “ESG Margin”) to the interest and facility fee payable by the Company that may result in a positive or negative adjustment o... |
| DCP |
2 years, 4 months ago |
7.01 |
Item 7.01
Regulation FD Disclosure. On March 22, 2022, the Partnership issued a press release announcing entry into the Credit Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. In accordance with General Instruction B.2. of Current Report on Form 8-K, this press release is deemed to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such press release be deemed incorporated by reference in any filing 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. (d) Exhibits.
ExhibitNumber
Description
10.1
Third Amended and Restated Credit Agreement, dated as of March 18, 2022, by and among DCP Midstream Operating, LP, DCP Midstream, LP, Mizuho Bank, Ltd., as administrative agent, and the lenders party thereto.
99.1
Press Release dated March 22, 2022.
101
Cover Page formatted as Inline XBRL.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 22, 2022
DCP MIDSTREAM, LP
By:
DCP MIDSTREAM GP, LP
its general partner
By:
DCP MIDSTREAM GP, LLC
its general partner
By:
/s/ Sean P. O’Brien
Name:
Sean P. O’Brien
Title:
Group Vice President and Chief Financial Officer
... |
| UFCS |
2 years, 4 months ago |
7.01 |
Item 7.01 Regulation FD Disclosure.On March 22, 2022, the Company issued a press release announcing the appointment of Eric J. Martin as Chief Financial Officer effective April 18, 2022. A copy of the press release is being furnished with this Current Report on Form 8-K as Exhibit 99.1.Item 9.01. Financial Statements and Exhibits.(d) Exhibits.Exhibit 99.1Press release of United Fire Group, Inc. dated March 22, 2022.Exhibit 104Cover Page Interactive Data File (embedded within the Inline XBRL document.)SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.1 United Fire Group, Inc. (Registrant) Dated:March 22, 2022/s/ Randy A. Ramlo Randy A. Ramlo, Chief Executive Officer2
... |
| TGEN |
2 years, 4 months ago |
7.01 |
Item 7.01. Regulation FD Disclosure.On March 22, 2022, the registrant posted on its website and will make available to stockholders and other interested parties the attached Message to Investors which includes a business overview, and strategic, marketing, and financial highlights, including certain non-GAAP financial measures. The Message to Investors is being furnished as Exhibit 99.01 to this Current Report on Form 8-K.The information in this Item 7.01 and Exhibit 99.01 to this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.Item 9.01. Financial Statements and Exhibits.(d) ExhibitsThe following exhibits relating to Items 2.02 and 7.01 shall be deemed to be furnished, and not filed: ExhibitDescription99.01Tecogen Inc. Message to InvestorsSIGNATURESPursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. TECOGEN INC.By: /s/ Benjamin LockeMarch 22, 2022Benjamin Locke, Chief Executive Officer
... |
| DTE |
2 years, 4 months ago |
7.01 |
Item 7.01. Regulation FD Disclosure.DTE Energy Company (“DTE Energy”) will meet with investors on March 23, 2022. A copy of the slide presentation from the meetings is furnished as Exhibit 99.1 to this report and will be available on DTE Energy\'s website, www.dteenergy.com on March 22, 2022.In its earnings release, slide presentation and this filing, DTE Energy discusses 2022 operating earnings guidance. It is likely that certain items that impact the company\'s 2022 reported results will be excluded from operating results. Reconciliations to the comparable 2022 reported earnings guidance are not provided because it is not possible to provide a reliable forecast of specific line items (i.e. future non-recurring items, certain mark-to-market adjustments and discontinued operations). These items may fluctuate significantly from period to period and may have a significant impact on reported earnings. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth in such a filing. Item 9.01. Financial Statements and Exhibits.(d) Exhibits99.1Slide Presentation of DTE Energy Company dated March 23, 2022.104Cover Page Interactive Data File (embedded within the Inline XBRL document).Forward-Looking Statements:This Form 8-K contains forward-looking statements that are subject to various assumptions, risks and uncertainties. It should be read in conjunction with the "Forward-Looking Statements" section in DTE Energy\'s and DTE Electric Company\'s (DTE Electric) 2021 Form 10-K (which section is incorporated by reference herein), and in conjunction with other SEC reports filed by DTE Energy and DT... |
| HA |
2 years, 4 months ago |
7.01 |
Item 7.01 Regulation FD Disclosure.Hawaiian Holdings, Inc. (the "Company") is providing an update to its outlook for the first quarter and full year of 2022 based on changes since its prior outlook disclosed in Exhibit 99.1 to its Current Report on Form 8-K filed with the Securities and Exchange Commission on January 25, 2022.The COVID-19 public health crisis has continued to significantly impact demand for air travel and consequently driven considerable change to the Company\'s business. The Company anticipates that the path to recovery will continue to be non-linear and difficult to predict, but remains encouraged that as restrictions continue to lift and international borders continue to reopen, demand for travel to Hawai‘i will increase.The State of Hawai‘i announced that the Safe Travels Hawai‘i restrictions will end on March 25, 2022, thereby removing the requirement that domestic travelers complete a Safe Travels application, which includes providing proof of COVID-19 vaccination or a pre-travel negative test result, in order to avoid a required quarantine period upon entering Hawai‘i. First Quarter and Full Year 2022 Outlook UpdatesThe Company now expects its capacity for the full year of 2022 to decrease between approximately 2% to 6% compared to the full year of 2019, whereas the Company\'s prior guidance was for full year 2022 capacity to be approximately down 3% to up 1%. The Company now expects the full restoration of its historical Japan network by summer of 2022, a delay of a few months from its previous expectation. As a result of decreased capacity, the Company now expects its gallons of jet fuel consumed to be down 6.5% to 10.5% compared to the full year of 2019, whereas the Company\'s prior guidance was for full year 2022 gallons of jet fuel consumed to be down approximately 4.5% to 8.5%. The Company will continue to monitor and make capacity adjustments as needed, in response to changes in travel restrictions and the evolving fuel environment. ... |
| SPAQ |
2 years, 4 months ago |
7.01 |
Item 7.01.
Regulation FD Disclosure. On the Closing Date, Spartan and Allego issued a joint press release announcing the closing of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings.
Item 9.01.
Financial Statements and Exhibits. (d) Exhibits.
Exhibit No.
Description
2.1*
Business Combination Agreement and Plan of Reorganization, dated as of July 28, 2021, by and among Spartan, Allego Holding, Madeleine Charging, Allego, Merger Sub and E8 Investor (incorporated by reference to Exhibit 2.1 of Spartan’s Current Report on Form 8-K filed on July 28, 2021 (File No. 001-40022)). 3
Exhibit No.
Description
2.2*
Amendment to Business Combination Agreement and Plan of Reorganization, dated as of February 28, 2022, by and among Spartan, Allego Holding, Madeleine Charging, Allego, Merger Sub and E8 Investor (incorporated by reference to Exhibit 2.2 of Spartan’s Current Report on Form 8-K filed on February 28, 2022 (File No. 001-40022)).
2.3*
Second Amendment to Business Combination Agreement and Plan of Reorganization, dated as of March 8, 2022, by and among Spartan, Allego Holding, Madeleine Charging, Allego, Merger Sub and E8 Investor (incorporated by reference to Exhibit 2.3 of Spartan’s Current Report on Form 8-K filed on March 9, 2022 (File No. 001-40022)).
3.1
Second Amended and Restated Certificate of Incorporation of Spartan
3.2
Amended and Restated Bylaws of Spartan
4.1
Warrant Assumption Agreement, dated as of March 16, 20... |
| SPAQ |
2 years, 4 months ago |
1.01 |
Item 1.01.
Entry into a Material Definitive Agreement. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference. Upon the completion of the Merger (the “Effective Time”), Spartan entered into that certain Warrant Assumption Agreement (the “Warrant Assumption Agreement”) by and among Spartan, Allego and Continental Stock Transfer & Trust Company, a New York corporation (“Continental”). Pursuant to the Warrant Assumption Agreement, Allego assumed all of Spartan’s rights and obligations under the Warrant Agreement, dated as of February 8, 2021 by and between Spartan and Continental (the “Warrant Agreement”), and each Spartan Warrant entitling the holder thereof to acquire one share of Spartan Class A Common Stock was converted into a warrant to acquire one Allego Ordinary Share, subject to the same terms and conditions as were applicable to the Spartan Warrant. On the Closing Date, Allego, Spartan Acquisition Sponsor III LLC (“Sponsor”), Madeleine Charging, E8 Investor and certain other holders of Allego Ordinary Shares (collectively, the “Reg Rights Holders”) entered into a Registration Rights Agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, among other things, Allego agreed that, within fifteen (15) business days following the Closing Date, Allego will file a shelf registration statement to register the resale of certain securities held by the Reg Rights Holders (the “Registerable Securities”). In certain circumstances, Reg Rights Holders that hold Registerable Securities having an aggregate value of at least $50 million can demand up to three (3) underwritten offerings. Each of the Reg Rights Holders will be entitled to customary piggyback registration rights, subject to certain exceptions, including in connection with demand offerings by Madeleine Charging. In addition, under certain circumstances, Madeleine Charging may demand up to three (3) underwritt... |
| CLBS |
2 years, 4 months ago |
7.01 |
Item 7.01 is incorporated by reference.Item 7.01 Regulation FD Disclosure.On March 22, 2022, Caladrius Biosciences, Inc. (the "Company") issued a press release in connection with its financial results for the fiscal year ended December 31, 2021. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.The Company will conduct a conference call to review its financial results on March 22, 2022 at 4:30 p.m. Eastern Time.A copy of a slide presentation that the Company will use at investor and industry conferences and presentations is attached to this Current Report as Exhibit 99.2 and is incorporated herein solely for purposes of this Item 7.01 disclosure.The information in this Item 7.01, including Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibits 99.1 and 99.2 attached hereto, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as otherwise expressly stated in such filing.Item 9.01. Financial Statement and Exhibits. Exhibit No.Description99.1Press release, dated March 22, 202299.2Caladrius Biosciences, Inc. Corporate Presentation, March 22, 2022Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.CALADRIUS BIOSCIENCES, INC.By: /s/ David J. Mazzo Name: David J. Mazzo, PhDTitle: President and Chief Executive OfficerDated: March 22, 2022
... |
| ABSI |
2 years, 4 months ago |
7.01 |
Item 7.01. Regulation FD Disclosure.On March 22, 2022, Joshua Meier, the Company’s Lead AI Scientist, presented at NVIDIA GTC, a global AI conference. A copy of Mr. Meier’s presentation is available in the “Events and Presentations” section of the Company’s investor relations website at investors.absci.com.The information in Item 7.01 of this Current Report on Form 8-K and the presentation materials on the Company’s website shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.Item 8.01. Other Events.On March 22, 2022, the Company issued a press release announcing the Company’s breakthrough machine learning achievements and research collaboration with NVIDIA. A copy of the press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.Item 9.01. Financial Statements and Exhibits.(d) Exhibits99.1 Press Release issued by the Company on March 22, 2022, furnished herewith. 99.2 Press Release issued by the Company on March 22, 2022, filed herewith.SIGNATUREPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Absci CorporationDate: March 22, 2022By:/s/ Sean McClainSean McClainFounder and CEO
... |
| HSTO |
2 years, 4 months ago |
1.01 |
Item 1.01
Entry into a Material Definitive Agreement
On March 18, 2022, Histogen Inc. (the “Company”), entered into a letter agreement (the “Letter Agreement”) with Allegan Sales, LLC (“Allergan”). The Letter Agreement sets forth certain understandings and agreements between the Company and Allergan with respect to the Amended and Restated License Agreement, entered into as of December 16, 2013, as amended by the July 2017, October 2017, January 2019, and January 2020 Amendments (collectively the “License Agreement”).
Pursuant to the Letter Agreement, Allergan shall make a one-time payment equal to three million seven hundred fifty thousand dollars ($3,750,000), less any applicable withholding taxes (the “Final Payment”) to the Company on or before March 31, 2022. In exchange, among other things, the Company agrees that the Final Payment represents a full and final satisfaction of all money due to the Company pursuant to the License Agreement.
The Letter Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the Amendment are subject to, and qualified in its entirety by, such document, which is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits
Exhibit Number
Exhibits
10.1
Letter Agreement by and between Histogen, Inc. and Allergan Sales, LLC, dated March 18, 2022
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
* * *
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Histogen Inc.
Date: March 22, 2022
By:
/s/ Steven J. Mento, Ph.D.
Name: Steven J. Mento, Ph.D.
Title: Executive Chairman, Interim President and Chief Executive Officer
2
... |
| WSCC |
2 years, 4 months ago |
1.01 |
Item
1.01. Entry into a Material Definitive Agreement.
On
March 16, 2022 (the “Closing Date”), Waterside Capital Corporation (the “Company”) entered into
three Stock Purchase Agreements containing substantively similar terms and conditions (each an “SPA” and collectively,
the “SPAs”), each of which SPA has three associated Common Stock Purchase Warrants (“Warrant #1”,
“Warrant #2”, and “Warrant #3”; collectively, the “Warrants”). The counterparties
to the SPAs, and recipients of the preferred shares issuable thereunder and the Warrants, are accredited investors (each a “Buyer”
and collectively, the “Buyers”).
Pursuant
to each SPA, the Company issued and sold to the respective Buyer shares of Series A Convertible Preferred Stock, par value $0.0001 per
share (“Series A Stock”), in the amounts specified in the table below. Pursuant to each SPA, the Company also
issued three Warrants to each Buyer. At Closing, in consideration for shares of Series A Stock and the three Warrants, each Buyer
agreed to pay $50,000 multiplied by the number of shares of Series A Stock purchased by the Buyer, for an aggregate purchase price
of $1,100,000. In the aggregate, the Company has received $600,000 from the Buyers as of March 22, 2022. The Company expects to receive
the remaining $500,000 this week. The Company intends to use the proceeds for investment in the creation of cryptocurrency and/or token
liquidity pools (LP’s) and decentralized blockchain technologies (Web3), with primary emphasis on non-fungible token (NFT) brands
and projects that utilize the Ethereum blockchain.
Series
A Stock is a class of preferred stock in the Company that was created when a Certificate of Designation was filed by the Company with
the Nevada Secretary of State on March 11, 2022. Each share of Series A Stock is convertible into 100,000 shares of the Company common
stock, par value $0.0001 (“Common Stock”). The Certificate of Designation provides for 100 authorized shares of Series
A Stock... |
| LBTYA |
2 years, 4 months ago |
7.01 |
Item 7.01 REGULATION FD DISCLOSURESThis Current Report on Form 8-K and the information contained in the Press Release attached hereto as Exhibit 99.1 are being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Actof 1934 or otherwise subject to liabilities of that Section.Item 9.01 Financial Statements and Exhibits.(d) Exhibits.Exhibit No.Exhibit Name99.1*Press release dated March 22, 2022101.SCHInline XBRL Taxonomy Extension Schema Document101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document101.LABInline XBRL Taxonomy Extension Label Linkbase Document101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)* Exhibit is furnished herewith and not deemed to be filed.SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LIBERTY GLOBAL PLC By:/s/ RANDY L. LAZZELL Randy L. Lazzell Vice President Date: March 22, 2022
... |
| SEDG |
2 years, 4 months ago |
1.01 |
Item 1.01
Entry into a Material Definitive Agreement.
On
March 17, 2022, SolarEdge Technologies, Inc. (the “Company”) offered and sold 2,300,000 shares of the
Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a public offering price of $ 295.00
per share. The shares of Common Stock were issued and sold pursuant to the Underwriting Agreement dated March 17, 2022 among the
Company and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC (the “Underwriting Agreement”).
All of the offered shares were issued at closing, including 300,000 shares of Common Stock that were issued and sold pursuant to
the underwriters’ option to purchase additional shares under the Underwriting Agreement, which was exercised in full on March 18,
2022.
The shares of Common Stock were issued and sold
pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-262892) (as amended, the “Registration
Statement”), which became effective upon filing with the Securities and Exchange Commission on February 22, 2022, the related
Prospectus dated February 22, 2022 and the Prospectus Supplement, dated March 17, 2022. A copy of the Underwriting Agreement
is attached hereto as Exhibit 1.1 and the opinion of Gibson, Dunn & Crutcher LLP related to the Common Stock is attached
hereto as Exhbit 5.1, and each is expressly incorporated by reference herein and into the Registration Statement. The foregoing description
of the terms of the Underwriting Agreement is qualified in its entirety by reference to the actual terms of the applicable exhibits attached
hereto.
A copy of the press release announcing the closing
of the Common Stock offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
1.1
Underwriting Agreement dated March 17, 2022 between SolarEdge Technologies, Inc.,... |
| GDST |
2 years, 4 months ago |
1.01 |
Item 1.01. Entry into a Material Definitive Agreement.
On March 21, 2022, Goldenstone
Acquisition Limited (the “Company”) consummated its initial public offering (the “IPO”) of 5,750,000
units (the “Units”) which included the full exercise by the underwriter of its over-allotment option, each Unit consisting
of one share of common stock of the Company, par value $0.0001 per share (the “Common Stock”), one redeemable warrant
(“Warrant”), each Warrant entitling the holder thereof to purchase one-half of one share of Common Stock for $11.50
per whole share and one right (“Right”), with each Right entitling the holder to 1/10 of one share of Common Stock.
The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $57,500,000.
In connection with the IPO,
the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration
Statement on Form S-1 (File No. 333-257209) related to the IPO, originally filed with the U.S. Securities and Exchange Commission (the
“Commission”) on June 21, 2021 (as amended, the “Registration Statement”):
●An Underwriting Agreement,
dated March 16, 2022 by and between the Company and Maxim Group LLC, a copy of which is attached as Exhibit 1.1 hereto and incorporated
herein by reference.
●
A Warrant Agreement, dated March 16, 2022, by and between the Company and Continental Stock Transfer & Trust Company, LLC as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.
●
A Rights Agreement, dated March 16, 2022, by and between the Company
and Continental Stock Transfer & Trust Company, LLC as rights agent, a copy of which is attached as Exhibit 4.2 hereto and incorporated
herein by reference.
●
Letter Agreements, dated March 16, 2022, by and among the Company and its officers, directors and the S... |
| FKWL |
2 years, 4 months ago |
1.01 |
Item 1.01 Entry into a Material Definitive
Agreement.
On March 21, 2022, Franklin Wireless Corp. (the
“Company”) entered into a Loan Agreement with Franklin Technology Incorporation, a Republic of Korea corporation (“FTI”),
under which the Company agreed to loan US$10,000,000 to FTI. The Company owns a majority of the outstanding equity of FTI. FTI’s
primary business is providing design and development services to the Company for our wireless products. As part of the loan transaction,
FTI delivered a $10 million Promissory Note to the Company (the “Note”).
The purpose of the loan is to allow FTI to purchase
a facility in South Korea to house its operations, and to provide it with additional working capital. The purchase of such a facility
with the loan proceeds is subject to the Company’s reasonable approval. Upon acquisition of the facility, FTI is required to grant
the Company a mortgage on it to secure payment of the Note.
The Note is for a term of five years, provides
for annual payments of interest only at 2% per annum, and is due and payable upon maturity. The Note and Loan Agreement include customary
provisions for default and acceleration upon default, and a default interest rate of 7% per annum.
2
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FRANKLIN WIRELESS CORP.
Date: March 22, 2022
By: /s/ OC Kim
OC Kim, President
3
... |
| BBBT |
2 years, 4 months ago |
1.01 |
Item 1.01 Entry into a Material Definitive Agreement. Consulting Agreement On March 17, 2022, we entered into a consulting agreement (the “Spire+ Agreement”) with Spire+, whereby Spire+ is to provide services relating to the marketing and promotion of our MiteXstreamTM biopesticide, including, without limitation, the identification and implementation of short, middle and long-term go-to-market strategies, digital marketing, event marketing and sponsorship and sales support, as well as investor relations services. The terms of the Spire+ Agreement require us to make payments to Spire+ totaling approximately $500,000 over the term of the Spire+ Agreement. The term of the Spire+ Agreement expires December 31, 2022. A copy of the Spire+ Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. Exhibit No.: Description of Exhibit10.1 Agreement with Spire+.104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunder duly authorized. BLACK BIRD BIOTECH, INC. Date: March 22, 2022.By:/s/ Fabian G. Deneault Fabian G. Deneault President 3
... |
| KEYR |
2 years, 4 months ago |
1.01 |
Item 1.01Entry into a Material Definitive Agreement.
The disclosures set forth in Item 2.03 are incorporated by reference into this Item 1.01.
SECTION 2 - FINANCIAL INFORMATION
Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On February 22, 2022, KeyStar Corp., a Nevada corporation (the “Company”), entered into a Discretionary Non-Revolving Line Of Credit Demand Note with Excel Family Partners, LLLP, a Florida limited liability limited partnership (“Excel”) in the principal amount of not more than Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) (the “Note”). Excel is controlled by Mr. Bruce Cassidy, our Chief Executive Officer.
The Note does not constitute a committed line of credit. Loans under the Note are made by Excel in its sole and absolute discretion. Upon repayment of any amount of principal or interest under the Note, the Company may not reborrow under the Note. An initial loan in the principal amount of $6,837.50 was made under the Note to the Company on February 22, 2022. An additional loan in the principal amount of $30,000 was made under the Note to the Company on March 16, 2022. As of the date of this Current Report on Form 8-K, the aggregate outstanding principal balance of all loans under the Note is $36,837.50.
The aggregate outstanding principal balance of the loans under the Note will bear interest at a fixed rate per annum equal to 5.0% (“Fixed Rate”). Beginning on March 1, 2023, and continuing on the first day of each month thereafter to the date on which Excel demands payment of the Note, the Company will pay to Excel interest, in arrears, on the aggregate outstanding principal balance of the Note at the Fixed Rate.
Notwithstanding the above, outstanding principal and accrued and unpaid interest are due and payable upon demand. The Company also has the right to prepay the Note, in whole or in part, at any time; provided, however, the Company m... |
| CHTH |
2 years, 4 months ago |
1.01 |
Item 1.01
Entry into a Material Definitive Agreement The information appearing in Item 2.03 of this Current Report is incorporated by reference herein and made a part of this Item 1.01.
Item 2.03
Creation of Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant KeyBank Term Loan Agreement As previously reported in its Current Report on Form 8-K filed on May 15, 2019, the Company’s operating partnership, CHP Partners, LP (the “Operating Partnership”), as borrower, KeyBank National Association (“KeyBank”) and certain participating lenders entered into a credit agreement (the “Credit Agreement”), which Credit Agreement provided for both (i) a $250 million senior unsecured revolving credit facility and (ii) a $265 million senior unsecured term loan facility. Additionally, as previously reported in its Current Report on Form 8-K filed on September 28, 2021, the Operating Partnership, KeyBank and certain participating lenders entered into a new term loan agreement (the “Term Loan Agreement”) which provided for an additional $150 million senior unsecured term loan facility to complement and become a part of the Company’s credit facilities. On March 21, 2022, the Operating Partnership, KeyBank and certain participating lenders entered into a First Amendment to Term Loan Agreement modifying a financial covenant allowing for an increase to the established advance rate (the “Term Loan Amendment”). Simultaneously therewith, the Operating Partnership, KeyBank and certain participating lenders entered into a First Amendment to Credit Agreement modifying the same financial covenant, increasing the single tenant concentration limit for the quarters ending December 31, 2021, March 31, 2022 and June 30, 2022 and adding secured overnight financing rate metrics to the Credit Agreement in lieu of LIBOR (the “Credit Agreement Amendment”). Other than as set forth in the Term Loan Amendment and the Credit Agreement Amendment, no addi... |
| CHTH |
2 years, 4 months ago |
7.01 |
Item 7.01
Regulation FD Disclosure. On or around March 22, 2022, CNL Healthcare Properties, Inc. (the “Company”) sent a letter to its stockholders notifying them of the Company’s estimated net asset value (“NAV”) per share as of December 31, 2021, quarterly distribution rate for first quarter 2022, and related matters, and sent an e-mail correspondence to financial professionals notifying them of the same matters. A copy of the letter is filed as Exhibit 99.1 and a copy of the e-mail correspondence is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference solely for the purposes of this Item 7.01 disclosure. Pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), the information contained in this Item 7.01 disclosure, including Exhibits 99.1 and 99.2, is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall any of such information be deemed incorporated by reference in any filing 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. By furnishing the information contained in this Item 7.01 disclosure, including Exhibits 99.1 and 99.2, the Company makes no admission as to the materiality of such information.
Item 8.01
Other Events. First Quarter Distribution On March 21, 2022, the Board approved $0.0256 per share as the first quarter 2022 distribution to be paid to all stockholders of the Company as of a record date of March 22, 2022 (the “First Quarter Distribution”). The First Quarter Distribution represents a fifty percent (50%) discount from the previous quarter’s declared cash distribution. The First Quarter Distribution rate is the result of various factors including, without limitation, the continued COVID-19 impact on... |
| FSS |
2 years, 4 months ago |
7.01 |
Item 7.01Regulation FD Disclosure.Federal Signal Corporation (the “Company”) will be conducting meetings with various investors to review the operational structure and financial performance of the Company and its broader strategies. The text of the presentation materials is furnished herewith as Exhibit 99.1 and incorporated by reference into this Item 7.01. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into 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 filing. Item 9.01Financial Statements and Exhibits.(d)Exhibits99.1Investor Presentation materials dated March 2022104Cover Page Interactive Data File (embedded within the Inline XBRL Document) SIGNATURESPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.FEDERAL SIGNAL CORPORATIONDated: March 22, 2022By:/s/ Ian A. HudsonIan A. Hudson, Senior Vice President and Chief Financial Officer
... |
| MIXT |
2 years, 4 months ago |
7.01 |
Item 7.01. Regulation FD Disclosure.This report contains a copy of the submission to the Johannesburg Stock Exchange by MiX Telematics Limited (the “Company”) announcing dealings in securities by an associate of a director and a director a major subsidiary of the Company. The submission is furnished as Exhibit 99.1 to this Current Report on Form 8-K.The information contained in this Item 7.01, including the information contained in the presentation furnished as Exhibit 99.1 hereto, is being “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.Item 9.01. Financial Statements and Exhibits.(d) Exhibits.ExhibitNo. Description of Exhibit99.1 Submission to the Johannesburg Stock Exchange - MiX - Dealings in securities by an associate of a director and a director of a major subsidiary of MiX Telematics.2SIGNATUREPursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.MIX TELEMATICS LIMITEDBy: /s/ John GranaraName: John GranaraTitle: Vice President and Chief Financial OfficerDate: March 22, 20223Exhibit 99.1MIX TELEMATICS LIMITED(Incorporated in the Republic of South Africa) (Registration number 1995/013858/06)JSE share code: MIX ISIN: ZAE000125316NYSE share code: MIXT (“MiX Telematics”)DEALINGS IN SECURITIES BY AN ASSOCIATE OF A DIRECTOR AND BY A DIRECTOR OF A MAJOR SUBSIDIARY OF MIX TELEMATICSShareholders are advised of the following information relating to dealings in securities by an associate of a director and by a director of a major subsid... |
| OMQS |
2 years, 4 months ago |
7.01 |
Item
7.01 Regulation FD Disclosure
On
March 22, 2022, OmniQ Corp. (the “Company”) issued a press release. A copy of the press release is attached hereto and incorporated
herein by reference in its entirety as Exhibit 99.1.
Item
9.01 Financial statements and Exhibits
(d)
Exhibits.
Exhibit Number
Description
99.1
Press Release
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
March 22, 2022
OMNIQ
Corp.
By:
/s/
Shai S. Lustgarten
Shai
S. Lustgarten
President
and CEO
... |
| SMED |
2 years, 4 months ago |
1.01 |
Item 1.01 Entry into a Material Definitive AgreementItem 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.Item 9.01 Financial Statement and Exhibits. SIGNATURES INDEX EXHIBITS Item 1.01 Entry into a Material Definitive AgreementThe information required by this item is included in Item 2.03.Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant On March 18, 2022, certain wholly owned subsidiaries of Sharps Compliance Corp. (the “Company”) amended and restated its existing Credit and Loan Agreements with its existing commercial bank (the “Credit Agreement”). The Credit Agreement expands the facility available to the Company, extends the maturity date of the Credit Agreement from December 28, 2023 to March 18, 2027 and increases the maximum Cash Flow Leverage Ratio from 3.00 to 3.50. The Credit Agreement provides for a $36 million committed credit facility. The proceeds of the credit facility may be utilized as follows: (i) $6 million for working capital that can be increased to $10 million upon the Company’s request, letters of credit (up to $2 million) and general corporate purposes and (ii) $30 million for acquisitions. Advances under the acquisition line convert to a five-year term note at the end of a three-year advancing period. Borrowings bear interest at the greater of (a) zero percent or (b) the SOFR AVG 30 Day in Advance (“SOFR30A”) plus a margin of 2.5%. The margin no longer fluctuates with the Company’s cash flow leverage ratio. The interest rate as of March 18, 2022 was approximately 2.725%. The Company paid a facility fee of $0.1 million upon execution of the Credit Agreement.As of March 18, 2022, the Company has the following bank debt outstanding (in millions):Credit Agreement:Working Capital$— Acquisition Line— Real Estate2.7Equipment0.7To... |
| BTDG |
2 years, 4 months ago |
7.01 |
Item 7.01
Regulation FD Disclosure.
On March 22, 2022, B2Digital, Incorporated, a
Delaware corporation (the “Company”), issued press release which announced the Company’s recent string of successful
live B2 Fighting Series (“B2FS”) events, including six new live B2FS MMA events over the past six weekends in six different
states. Pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), the information
in this Item 7.01 disclosure, including Exhibit 99.1, and the information set forth therein, is deemed to have been furnished to, and
shall not be deemed to be “filed” with, the SEC.
The press release may
contain forward-looking statements. Such forward-looking statements are based on information presently available to the Company’s
management and are current only as of the date made. Actual results could also differ materially from those anticipated as a result of
a number of factors, including, but not limited to, those discussed in the Company’s Annual Report on Form 10-K for the year ended
March 31, 2021, and subsequent reports filed by the Company with the SEC. For those reasons, undue reliance should not be placed on any
forward-looking statement. The Company assumes no duty or obligation to update or revise any forward-looking statement, although it may
do so from time to time as management believes is warranted or as may be required by applicable securities law. Any such updates or revisions
may be made by the Company by filing reports with the SEC, through the issuance of press releases or by other methods of public disclosure.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits.
Exhibit No.
Description
99.1
Press Release dated March 22, 2022
104
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly ... |
| HUM |
2 years, 4 months ago |
1.01 |
... |
| STAB |
2 years, 4 months ago |
1.01 |
Item 1.01
Entry into a Material Definitive Agreement.
On March 22, 2022, the Company obtained a limited waiver (“Waiver”) from a certain investor (“Investor”) with respect to certain provisions of a Securities Purchase Agreement, dated as of February 6, 2022, by and among the Company and the Investor which limits the ability of the Company to issue common stock and/or warrants except through the confidentially marketed public offering announced on March 22, 2022. As consideration for the limited waiver, upon consummation of such public offering, the exercise price of the Common Stock Purchase Warrant issued on February 9, 2022, by the Company to the Investor in connection with the Securities Purchase Agreement, will be repriced from $1.00 per share to the public offering price per Unit in the confidentially marketed public offering of the Company, subject to adjustment under the Common Stock Purchase Warrant.
The foregoing summary of the form of Waiver is qualified in its entirety by reference to the full text of the form of Waiver, copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit
Number
Description
10.1
Form of Waiver.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
STATERA BIOPHARMA, INC.
March 22, 2022
By:
/s/ Peter Aronstam
... |
| INPX |
2 years, 4 months ago |
1.01 |
Item
1.01 Entry into a Material Definitive Agreement.
Registered
Direct Offering
On March 22, 2022 (the “Effective Date”), Inpixon (the
“Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional
investors named therein (the “Purchasers”), pursuant to which the Company agreed to issue and sell in a registered direct
offering (the “Registered Offering”) (i) up to 53,197.7234 shares of the Company’s newly designated Series 8 Convertible
Preferred Stock, par value $0.001 per share the (the “Shares”), each Share with a stated
value of $1,000 (the “Stated Value”) and convertible into approximately 2,120 shares of the Company’s common stock,
par value $0.001 per share (the “Common Stock”), which is equal to the Stated Value divided by the conversion price of $0.4717
per share, and (ii) related warrants to purchase up to an aggregate of 112,778,723 shares of Common Stock (the “Warrants”).
The Warrants have an exercise price of $0.4717 per share, will be immediately exercisable and will
expire five years from the issuance date. Each Share and related Warrants will be sold together at a subscription amount of $940.00,
representing an original issue discount of 6% of the Stated Value for an aggregate subscription amount of $50,005,860.00. The net proceeds
to the Company from the Registered Offering are expected to be $47,005,508.40 million after placement agent commissions.
The
Shares, the Warrants and the shares of Common Stock issuable upon conversion of the Shares and the Warrants (collectively, the “Securities”)
are being offered by the Company pursuant to an effective shelf registration statement on Form S-3 (File No. 333-256827), which was declared
effective on June 17, 2021 (the “Registration Statement”).
Pursuant to the Purchase Agreement,
subject to certain exceptions (“Exempt Issuances”), the Company has agreed not to (i) issue, enter into any agreement to issue
or announce the issuance or proposed is... |
| REAL |
2 years, 4 months ago |
7.01 |
Item 7.01. Regulation FD Disclosure. On March 22, 2022, The RealReal, Inc. (the “Company”) is hosting an Investor Day. The Company issued a press release related to the Investor Day on the same date, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 7.01. As previously announced, a webcast of the Investor Day presentations will be broadcast live over the internet through investorday.therealreal.com, and a replay of the webcast will be available following the event through investor.therealreal.com. In addition, the Company is making publicly available the written presentation materials. These materials are included as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated by reference into this Item 7.01. The information in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. Item 9.01. Financial Statements and Exhibits. (d) Exhibits.
Exhibit Number
Description
99.1*
Press Release, dated March 22, 2022
99.2*
Investor Day Presentation Materials, dated March 22, 2022
104
Cover Page Interactive Data File (embedded within the inline XBRL document
*
Furnished herewith. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
The RealReal, Inc.
Date: March 22, 2022
By:
/s/ Todd Suko
Todd Suko
Chief L... |
| GEVO |
2 years, 4 months ago |
1.01 |
Item 1.01. Entry into a Material Definitive Agreement.
On March 17, 2022 Gevo, Inc. (“Gevo”) entered into a Fuel Supply Agreement (the “Agreement”) with Delta Air Lines, Inc. (“Delta” and, together with the Gevo, the “Parties” and, each, a “Party”) pursuant to which Gevo has agreed to supply seventy-five million gallons per year of sustainable aviation fuel (“Fuel”) to Delta. Under the Agreement, Gevo expects to deliver to Delta Fuel produced at Gevo’s Fuel production facilities that are currently being developed. Delta will pay Gevo based on an index price, plus an additional price per gallon. Under the Agreement, the Parties allocate between themselves certain environmental attributes generated in connection with the Fuel. The Agreement terminates and replaces the Fuel Supply Agreement dated December 11, 2019 between the Parties.
The Agreement became effective on March 16, 2022 and will continue in full force and effect until the seventh anniversary of the date upon which Gevo notifies Delta that Gevo’s production facility has achieved commercial operation and is able to produce and deliver the Fuel pursuant to the Agreement (unless earlier terminated pursuant to its terms).
The Parties may terminate the Agreement in the event that certain conditions precedent related to the financing and development of the Fuel production facilities are not met or if certain customary events of default or other circumstances occur and are not cured within a certain time period. Upon the termination of the Agreement due to an event of default, the non-defaulting Party will be entitled to remedies at law or equity, subject to customary limitations on liability contained in the Agreement. Such remedies may include cover damages for replacement Fuel, which could be significant.
The Agreement contains certain customary representations, warranties, covenants and confidentiality provisions, and also contains mutual indemnification obligations. All Fuel delivered by G... |
| DXLG |
2 years, 4 months ago |
7.01 |
Item 7.01 Regulation FD Disclosure.
Destination XL Group, Inc. (the "Company") has updated its Investor Presentation, which will be used by the Company in upcoming meetings with investors. A copy of the Investor Presentation is furnished herewith as Exhibit 99.1 and will be available on the Company\'s website at investor.destinationxl.com.
Item 9.01 Financial Statements and Exhibits.
(d) exhibits
Exhibit No.
Description
99.1
Investor Presentation - March 2022
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Destination XL Group, Inc.
Date:
March 22, 2022
By:
/s/ Robert S. Molloy
General Counsel and Secretary
... |
| MTN |
2 years, 4 months ago |
7.01 |
Item 7.01 Regulation FD Disclosure.On March 22, 2022, members of the management team of Vail Resorts, Inc. (the "Company") will be participating in meetings with investors in connection with the Company\'s 2022 investors’ conference. The Company posted the investor presentation in the “Investor Relations” section of its website available at http://investors.vailresorts.com.The information furnished pursuant to this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.SIGNATURESPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.Vail Resorts, Inc.Date: March 22, 2022By:/s/ Michael Z. BarkinMichael Z. BarkinExecutive Vice President and Chief Financial Officer
... |
| PSGI |
2 years, 4 months ago |
1.01 |
Item 1.01 Entry into a Material Definitive Agreement.
On March 18, 2022, Perfect Solutions
Group, Inc., a Nevada Corporation (the “Company”), entered into a Share Purchase Agreement (the “Agreement”)
by and among CRS Consulting, LLC, a Wyoming Limited Liability Company (“CRS”), Perfect Solutions Group, Inc.
(“PSGI”) and White Knight Co., Ltd., a Japan Company (“WKC”), pursuant to which, on March 21, 2022,
(“Closing Date”), CRS sold 10,000 Shares of Series Z Preferred Stock, representing approximately 94.58% voting control
of the Company, for consideration received. The consummation of the transactions resulted in a change in control of the Company,
with WKC becoming the Company’s largest controlling stockholder.
The sole shareholder of White Knight Co.,
Ltd., a Japanese Company, is Koichi Ishizuka. CRS Consulting, LLC is collectively controlled by its members Jeffrey DeNunzio, Thomas
DeNunzio, and Paul Moody.
Except as described herein, there were no
arrangements or understandings among former and new control parties with respect to the election of directors or other matters. As required
to be disclosed by Item 403(c), there are no arrangements, known to the Company, including any pledge by any person of securities of
the Company, the operation of which may at a subsequent date result in a change in control of the Company.
Item 5.01 Change in Control of Registrant.
Pursuant to the information disclosed above,
in Item 1.01 White Knight Co., Ltd., a Japan Company, is now our largest controlling shareholder. The sole shareholder of White Knight
Co., Ltd., a Japanese Company, is Koichi Ishizuka.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain officers; Compensatory Arrangements of Certain Officers.
On the Closing Date, March 21, 2022, Mr. Paul Moody resigned as the Company’s Chief Executive Officer, Chief Financial Officer, President,
Secretary, Treasurer. In addition, Mr. Moody resigned as ... |
| AEY |
2 years, 4 months ago |
1.01 |
Item 1.01 Entry into a Material Definitive Agreement. Loan Agreement with Vast Bank, N.A.On March 17, 2022, the Company replaced its $3,000,000 credit facility for its Nave and Triton subsidiaries with Vast Bank, N.A. (“Vast”) with new accounts receivable purchase facilities with borrowing capacities of $9,000,000 for Nave and $1,500,000 for Triton. Under both facilities, Vast advances the Company 90% of sold receivables and establishes a reserve of 10% of the sold receivables until the Company collects the sold receivables. Vast charges a fee of 1.3% of sold receivables, and both facilities mature on March 17, 2023.On March 17, 2022, the Company also restructured its accounts receivable purchase facilities secured by the Company’s Fulton subsidiary’s receivables. Under the restructure, the credit capacity excluding a major customer was reduced from $4,500,000 to $2,000,000, with a fee of 1.6% of sold receivables. The credit capacity secured by receivables of a major customer was reduced from $8,500,000 to $6,500,000, with a fee of 1.5% of sold receivables. Vast advances the Company 90% of sold receivables and establishes a reserve of 10% of the sold receivables until the Company collects the sold receivables. The facilities mature on December 17, 2022. With the new and restructured facilities, the Company has increased its overall borrowing capacity from $16,000,000 to $19,000,000. The proceeds will be used for working capital needs.Item 2.03 Creation of a Direct Financial Obligation or An Obligation Under an Off-Balance Sheet Arrangement.The information included or incorporated by reference in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this item 2.03.Item 9.01 Financial Statements and Exhibits.(d) ExhibitsThe following exhibit is furnished herewith:Exhibit 99.1Press release dated March 22, 2022SIGNATURESPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be sig... |
| AM |
2 years, 4 months ago |
7.01 |
Item 7.01 Regulation
FD Disclosure.
On March 22, 2022, Antero
Midstream Corporation (the “Company”) will participate in the Scotia Howard Weil 50th Annual Energy Conference.
Presentation materials for the conference are available on the Company\'s website at www.anteromidstream.com.
The information furnished
in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly
set forth by specific reference in such filing.
1
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ANTERO MIDSTREAM CORPORATION
By:
/s/ Brendan E. Krueger
Brendan E. Krueger
Chief Financial Officer, Vice President –
Finance and Treasurer
Dated: March 22, 2022
2
... |
| PMD |
2 years, 4 months ago |
7.01 |
Item 7.01. Regulation FD Disclosure.The Company issued a press release on March 22, 2022 announcing the retirement of Mr. Connick and the election of Mr. Reynolds. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference. Limitation on Incorporation by Reference. The information furnished in this Item 7.01, including the presentation attached hereto as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.Item 9.01. Financial Statements and Exhibits.(d) ExhibitsExhibit No. Description 99.1 Press release dated March 22, 2022 of Psychemedics Corporation104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATUREPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PSYCHEMEDICS CORPORATION Date: March 22, 2022By: /s/ Andrew Limbek Andrew Limbek Vice President, Controller
... |
| THCP |
2 years, 4 months ago |
7.01 |
Item
7.01. Regulation FD Disclosure.
On
March 22, 2022, the Company issued a press release announcing the execution of the Business Combination Agreement. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Attached
as Exhibit 99.2 hereto and incorporated by reference herein is the investor presentation, dated March 2022 (the “Investor Presentation”),
which will be used by the Company and Coincheck with respect to the Business Combination.
The
information in this Item 7.01, including Exhibits 99.1 and 99.2, is furnished and shall not be deemed “filed” for purposes
of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated
by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language
in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information
in this Item 7.01, including Exhibits 99.1 and 99.2.
Additional
Information and Where to Find It
In
connection with the proposed transaction, the Company intends to file relevant materials with the Securities and Exchange Commission,
including a registration statement on Form F-4 to be filed by PubCo with the SEC, which
will include a proxy statement/prospectus of the Company, and will file other documents regarding the proposed transaction with the SEC.
The Company’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus
and the amendments thereto and the definitive proxy statement and documents incorporated by reference therein filed in connection with
the proposed business combination, as these materials will contain important information about Coincheck, the Company and the proposed
business combination. Promptly after the Form F-4 is declared effective by t... |
| THCP |
2 years, 4 months ago |
1.01 |
Item
1.01 Entry Into a Material Definitive Agreement.
Business
Combination Agreement
On
March 22, 2022, Thunder Bridge Capital Partners IV, Inc. (the “Company”), a Delaware corporation, entered into a Business
Combination Agreement (the “Business Combination Agreement”) by and among the Company, Coincheck Group B.V., a Dutch private
limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“PubCo”), M1 Co G.K., a Japanese
limited liability company (godo kaisha) (“HoldCo”), Coincheck Merger Sub, Inc., a Delaware corporation (“Merger
Sub”), and Coincheck, Inc., a Japanese joint stock company (kabushiki kaisha) (“Coincheck”). The Business Combination
Agreement was unanimously approved by the Company’s board of directors. If the Business Combination Agreement is approved by the
Company’s stockholders, and the transactions contemplated by the Business Combination Agreement are consummated, Merger Sub, a
wholly owned subsidiary of PubCo, will merge with and into the Company, with the Company continuing as the surviving corporation and
a wholly owned subsidiary of PubCo (the “Business Combination”).
Prior to the closing of the Business Combination (the “Closing”),
Monex Group, Inc., a Japanese joint stock company (kabushiki kaisha) (“Monex”), the sole shareholder of both PubCo
and HoldCo, will cause PubCo and HoldCo to undergo a restructuring resulting in HoldCo holding 147,587,616 ordinary shares in the share
capital of PubCo (“PubCo Ordinary Shares”) and then becoming PubCo’s direct, wholly owned subsidiary (the “PubCo
Restructuring”).
Thereafter, Coincheck will, and PubCo will cause HoldCo to, implement
a share exchange (kabushiki koukan) pursuant to which the ordinary share of Coincheck outstanding immediately prior to 12:01 a.m.
Japan Time on the Closing date will be exchanged (the “Share Exchange”) for PubCo Ordinary Shares, causing Coincheck to become
a direct, wholly owned subsidiary of HoldCo. Immediately following the Shar... |
| AR |
2 years, 4 months ago |
7.01 |
Item
7.01 Regulation FD Disclosure.
On March 22, 2022, Antero
Resources Corporation (the “Company”) will participate in the Scotia Howard Weil 50th Annual Energy Conference.
Presentation materials for the conference are available on the Company\'s website at www.anteroresources.com.
The information furnished
in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly
set forth by specific reference in such filing.
1
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ANTERO RESOURCES CORPORATION
By:
/s/ Michael N. Kennedy
Michael N. Kennedy
Chief Financial Officer and Senior Vice President
– Finance
Dated: March 22, 2022
2
... |
| ZNTE |
2 years, 4 months ago |
7.01 |
Item 7.01 Regulation FD Disclosure. As previously announced, Zanite Acquisition Corp., a Delaware corporation (“Zanite” or the “Company”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with Embraer S.A., a Brazilian corporation (sociedade anônima) (“Embraer”), Embraer Aircraft Holding Inc., a Delaware corporation and a direct wholly-owned subsidiary of Embraer (“EAH”), and EVE UAM, LLC, a Delaware limited liability company and a wholly-owned subsidiary of EAH (“Eve”). Attached as Exhibit 99.1 is a press release, dated as of March 22, 2022, issued by Eve announcing the completion of the concept of operations for airspace integration of Urban Air Mobility (“UAM”) in the United Kingdom. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Zanite under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1. Important Information about the Business Combination and Where to Find It In connection with the business combination (the “business combination”), on December 30, 2021, Zanite has filed with the Securities and Exchange Commission (“SEC”) a preliminary proxy statement (as amended by Amendment No. 1 to the preliminary proxy statement, filed on February 9, 2022 and as further amended by Amendment No. 2 to the preliminary proxy statement, filed on March 18, 2022) relating to the business combination. When available, Zanite will mail a definitive proxy statement and... |
| MDXG |
2 years, 4 months ago |
7.01 |
Item 7.01Regulation FDTimothy R. Wright, MiMedx Chief Executive Officer, and Peter M. Carlson, MiMedx Chief Financial Officer, are expected to present at the Canaccord Genuity Musculoskeletal Conference in Chicago on behalf of MiMedx Group, Inc. (the “Company”), on March 22, 2022 beginning at 11:30 a.m. Eastern Time. A copy of the presentation materials they will use is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference. The information in this Current Report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.Item 9.01 Financial Statements and Exhibits.(d) Exhibits.Exhibit No.Description of Exhibit99.1Slide Presentation dated March 22, 2022104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.SIGNATURESPursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MIMEDX GROUP, INC.Date: March 22, 2022By:/s/ Peter M. CarlsonPeter M. Carlson,Chief Financial Officer
... |
| SELB |
2 years, 4 months ago |
1.01 |
Item 1.01 Entry into a Material Definitive Agreement.On March 21, 2022, Selecta Biosciences, Inc. (the “Company”) entered into a Second Amendment to Loan and Security Agreement (the “Second Amendment”),which amended that certain Loan and Security Agreement, dated August 31, 2020, between the Company, Oxford Finance LLC, as collateral agent and as a lender, and Silicon Valley Bank, as a lender (as amended by that certain First Amendment to Loan and Security Agreement, dated September 7, 2021, and as further amended by the Second Amendment, the “Loan Agreement”). The Second Amendment, among other things, extends the date on which amortization payments in respect of the term loan borrowed under the Loan Agreement (the “Term Loan”) will commence by twelve months to April 1, 2023. Thereafter, amortization payments will be paid monthly in equal installments of principal and interest to fully amortize the outstanding principal over the remaining term of the Term Loan, subject to recalculation upon a change in the prime rate. The foregoing description of the Second Amendment is a summary, and is qualified in its entirety by reference to the Second Amendment which is filed herewith as Exhibit 10.1, and is incorporated herein by reference.Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.The information regarding the Term Loan set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.Item 8.01 Other Events.The Company believes that its current cash, cash equivalents, and restricted cash as of the date of this filing will enable it to fund its current planned operations into the fourth quarter of 2023.Item 9.01 Financial Statements and Exhibits.(d) ExhibitsExhibitNo. Exhibit Description 10.1 Second Amendment to Loan and Security Agreement, dated March 21, 2022, between Selecta Biosciences, Inc., Oxford Finance LLC, as Collateral Agent and as a le... |
| TRDA |
2 years, 4 months ago |
1.01 |
Item 1.01.
Entry into a Material Definitive Agreement.
On March 16, 2022, Entrada
Therapeutics, Inc., as tenant (the “Company”), and IDB 17-19 Drydock Limited Partnership, as landlord (the “Landlord”),
entered into a Lease Agreement (the “Lease”) with respect to approximately 81,442 square feet of office and laboratory space
(the “Premises”) in Boston, Massachusetts, which, when available for occupancy, will become the Company’s new consolidated
headquarters location and supplement its existing space in Massachusetts.
The term of the Lease
commences the date upon which the Landlord tenders possession of the Premises to the Company following the Landlord’s substantial
completion of the initial buildout of the Premises, which is expected to occur on or about April 1, 2022 (the “Commencement Date”)
and shall continue for a period of approximately 10 years, unless earlier terminated in accordance with the terms of the Lease (the “Lease
Term”). The Company has (i) the option to extend the Lease Term for an additional period of five (5) years, and (ii) a
right of first offer on adjacent space to the Premises, subject to the terms and conditions of the Lease.
The initial fixed rental
rate is $525,416.67 per month, which is for a 12 month period during which the base rent is payable for 65,000 square feet, and will increase
3% per annum thereafter for the entire 81,442 square feet leased. Base rent becomes due upon the earlier of (i) the Company’s occupancy
of the Premises, or (ii) 10 months following the Commencement Date, provided that in the event the Landlord’s initial buildout of
the Premises is not complete on such date, base rent becomes due upon substantial completion of such initial buildout. Under the terms
of the Lease, the Landlord will provide an allowance in an amount not to exceed $19,546,080.00 (calculated at a rate of $240.00 per rentable
square foot of the Premises) toward the cost of completing the initial buildout of the Premises, which... |
| BZFD |
2 years, 4 months ago |
7.01 |
Item 7.01 Regulation FD
Disclosure.
On
March 22, 2022, the Company posted supplemental investor materials on the Investors Relations section of its website, available at
investors.buzzfeed.com. The Company announces material information to the public through filings with the Securities and Exchange Commission,
the investor relations page on the Company’s website, press releases, public conference calls and webcasts in order to achieve broad,
non-exclusionary distribution of information to the public and for complying with its disclosure obligations under Regulation FD.
The
information disclosed by the foregoing channels could be deemed to be material information. As such, the Company encourages investors,
the media and others to follow the channels listed above and to review the information disclosed through such channels.
Any updates to the list of
disclosure channels through which the Company announces information will be posted on the investor relations page on the Company’s
website.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number
Description
99.1
Press Release issued by BuzzFeed, Inc., dated March 22, 2022.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
March 22, 2022
BuzzFeed, Inc.
By:
/s/ Jonah Peretti
Name: Jonah Peretti
Title: Chief Executive Officer
... |
| ONDS |
2 years, 4 months ago |
1.01 |
Item
1.01. Entry into a Material Definitive Agreement.
On March 22, 2022, Ondas Holdings
Inc., a Nevada corporation (the “Company”), entered into an Equity Distribution Agreement (the “Agreement”) with
Oppenheimer & Co. Inc. (the "Sales Agent"). Pursuant to the terms of the Agreement, the Company may offer and sell (the
“Offering”) from time to time through the Sales Agent, as the Company’s sales agent, up to $50 million of shares of
the Company’s common stock, par value $0.0001 per share (the “Shares”). Sales of the Shares, if any, may be made in
sales deemed to be “at the market offerings” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended
(the "Securities Act"). The Sales Agent is not required to sell any specific number or dollar amount of Shares, but will act
as a sales agent using commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and
federal laws, rules, and regulations and the rules of the Nasdaq Stock Market, on mutually agreed terms between the Sales Agent and the
Company. The Sales Agent will receive from the Company a commission of 3.0% of the gross proceeds from the sales of Shares by the Sales
Agent pursuant to the terms of the Agreement. Net proceeds from the sale of the Shares will be used for general corporate purposes.
The offering of Shares pursuant
to the Agreement will terminate upon the earliest of (i) the sale of all Shares subject to the Agreement, and (ii) the termination of
the Agreement pursuant to its terms.
The Shares will be issued
pursuant to the Company’s shelf registration statement (the “Registration Statement”) on Form S-3 (File No. 333-252571)
filed on January 29, 2021, which became effective on February 5, 2021, and the prospectus supplement thereto dated March 22, 2022.
The Agreement is filed as
Exhibit 10.1 to this Current Report on Form 8-K, and the description of the Agreement is qualified in its entirety by reference to such... |
| MOTV |
2 years, 4 months ago |
7.01 |
Item 7.01. Regulation FD Disclosure.
On March 22, 2022, Forge Global issued
a press release announcing the consummation of the Merger, a copy of which press release is furnished herewith as Exhibit 99.1.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
99.1
Press Release issued by Forge Global Holdings, Inc. on March 22, 2022
104
The cover page to this Current Report on Form 8-K, formatted in inline XBRL
- 2 -
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: March 22, 2022
FORGE GLOBAL HOLDINGS, INC
By:
/s/
Kelly Rodriques
Name:
Kelly Rodriques
Title
Chief Executive Officer
... |
| SON |
2 years, 4 months ago |
7.01 |
Item 7.01Regulation FD Disclosure.
On March 22, 2022, Sonoco Products Company issued a press release
providing updated first-quarter 2022 earnings guidance and announcing its earnings release date and investor conference call information.
A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information set forth in this Item 7.01 and in the attached Exhibit
99.1 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall
be expressly set forth by specific reference in such filing.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
99.1
Press
Release of Sonoco Products Company, dated March 22, 2022.
104
Cover Page Interactive Data
File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SONOCO
PRODUCTS COMPANY
Date:
March 22, 2022
By:
/s/
Julie C. Albrecht
Name:
Julie
C. Albrecht
Title:
Vice
President and Chief Financial Officer
... |
| TNXP |
2 years, 4 months ago |
7.01 |
Item 7.01
Regulation FD Disclosure.
Tonix Pharmaceuticals Holding
Corp. (the “Company”) updated its investor presentation, which is used to conduct meetings with investors, stockholders and
analysts and at investor conferences, and which the Company intends to place on its website, which may contain nonpublic information.
A copy of the presentation is filed as Exhibit 99.01 hereto and incorporated herein by reference.
The information in this Item 7.01
of this Current Report on Form 8-K, including Exhibit 99.01 attached hereto, shall not be deemed “filed” for purposes
of Section 18 of the United States Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities
of that section, nor shall they be deemed incorporated by reference in any filing under the United States Securities Act of 1933 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.
(d)
Exhibit
No.
Description.
99.01
104
Corporate Presentation by the Company for March 2022
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
Pursuant to the requirement of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
TONIX PHARMACEUTICALS HOLDING CORP.
Date: March 22, 2022
By:
/s/ Bradley Saenger
Bradley Saenger
Chief Financial Officer
... |
| SNCE |
2 years, 4 months ago |
7.01 |
Item 7.01 Regulation FD Disclosure.In connection with the issuance of the press release, the Company is holding a public conference call and webcast on March 22, 2022, at 8:00 a.m. EST. Following the public conference call, the Company will make available an investor presentation on its website at: science37.com, by selecting Investor Relations, and News & Events.The information in this Current Report on Form 8-K, including Exhibit 99.1 hereto, is furnished herewith and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, except as expressly stated by specific reference in such filing.Item 9.01 Financial Statement and Exhibits.(d) Exhibits.Exhibit Number Description 99.1 Press release dated March 22, 2022104Cover Page Interactive Data File (formatted as inline XBRL).SIGNATURESPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Science 37 Holdings, Inc. Date:March 22, 2022By:/s/ Mike Zaranek Name: Mike Zaranek Title:Chief Financial Officer
... |
| RC |
2 years, 4 months ago |
7.01 |
Item 7.01. Regulation FD Disclosure.
On the Closing Date, Ready Capital issued a press
release announcing the completion of the Mergers described above in Item 2.01 of this 8-K. A copy of the press release is furnished as
Exhibit 99.1 to this 8-K and is incorporated herein by reference solely for purposes of this Item 7.01 disclosure.
The information included under this Item 7.01
(including Exhibit 99.1 to this 8-K) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such
information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act, regardless of the general
incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
Description
2.1
Merger Agreement, dated as of November 3, 2021, by and among Ready Capital Corporation, Sutherland Partners, L.P., RC Mosaic Sub, LLC, Mosaic Real Estate Credit, LLC, Mosaic Real Estate Credit TE, LLC, MREC International Incentive Split, LP, Mosaic Real Estate Credit Offshore, LP, MREC Corp Sub 1 (VO), LLC, MREC Corp Sub 2 (LA Office), LLC, MREC Corp Sub 3 (Superblock), LLC, Mosaic Special Member, LLC, Mosaic Secured Holdings, LLC and MREC Management, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on November 9, 2021).
2.2
First Amendment to Merger Agreement, dated February 7, 2022, by and among Ready Capital Corporation, Sutherland Partners, L.P., RC Mosaic Sub, LLC, Mosaic Real Estate Credit, LLC, Mosaic Real Estate Credit TE, LLC, MREC International Incentive Split, LP, Mosaic Real Estate Credit Offshore, LP, MREC Corp Sub 1... |
| RC |
2 years, 4 months ago |
1.01 |
Item 1.01Entry Into a Material Definitive Agreement
On the Closing Date, Ready Capital, the Operating
Partnership and American Stock Transfer & Trust Company, LLC, as rights agent thereunder, entered into the Contingent Equity
Rights Agreement (the “CER Agreement”). The non-transferable contingent equity rights (“CERs”) issued in connection
with the Mergers are governed by the terms of the CER Agreement. The CER Agreement provides that if, as of the Revaluation Date, the (i) sum
of the updated fair value of the Covered Portfolio (as adjusted on or prior to the Revaluation Date per the CER Agreement), less all advances
made by the Parent Parties on such assets, plus all principal payments, return of capital and liquidation proceeds received by Parent
Parties on such assets (all as calculated per the CER Agreement) exceeds (ii) the initial discounted fair value of the acquired portfolio
(taking into account the Initial Discount Amount), then Ready Capital will issue to the CER holders, with respect to each CER, a number
of shares of Ready Capital Common Stock equal to: (x) 90% of the lesser of the Valuation Excess and the Initial Discount Amount,
divided by the number of initially issued CERs, divided by (y) the Ready Capital Share Value, with cash being paid in lieu of any
fractional shares of Ready Capital Common Stock otherwise due to such holder, based upon the Parent Share Value.
CERs do not represent any equity or ownership
interest in Ready Capital or the Operating Partnership or any of their respective affiliates, and holders of CERs do not have any voting,
dividend or distribution rights. CERs are not transferrable by holders except as required by law or in connection with the liquidation
of a holder. However, when the shares of Ready Capital Common Stock are issued after the Revaluation Date in settlement of the CERs, each
CER holder will be entitled to receive a number of additional shares of Ready Capital Common Stock equal to (i) the amount of any... |
| REFI |
2 years, 4 months ago |
7.01 |
Item7.01 Regulation FD Disclosure.
On March 22, 2022, the Company disseminated a presentation
to be used in connection with its conference call to discuss its financial results for the fourth quarter and fiscal year ended December
31, 2021, which will be held on Tuesday, March 22, 2022 at 10:00 a.m. (eastern time). A copy of the presentation has been posted to the
Company’s Investor Relations page of its website and is included herewith as Exhibit 99.2, and by this reference incorporated herein.
The information disclosed under this Item 7.01,
including Exhibit 99.2 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as
expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
d) Exhibits.
Exhibit
Number
Description
99.1
Press release, dated March 22, 2022.
99.2
Fourth Quarter 2021 Earnings Supplemental Presentation, dated March 22, 2022.
1
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned
hereunto duly authorized.
CHICAGO ATLANTIC REAL ESTATE FINANCE, INC.
Date: March 22, 2022
By:
/s/ Anthony Cappell
Name:
Anthony Cappell
Title:
Chief Executive Officer
2
... |
| INM |
2 years, 4 months ago |
1.01 |
Item
1.01 Entry into a Material Definitive Agreement.
Item
3.03 Material Modification to Rights of Security Holders.
On
March 21, 2022, InMed Pharmaceuticals Inc. (the “Company”) entered into an amendment to (i) the Securities Purchase Agreement,
dated as of February 5, 2021, by and among the Company and the purchasers signatory thereto (the “Purchasers”) pursuant to
which the Company issued, among other securities, the Warrants (as defined below) (the “Purchase Agreement”) and (ii) the
Common Stock Purchase Warrant issued February 11, 2021, by the Company to the Purchasers.
The Common Stock Purchase Warrants of the Company
issued pursuant to the Purchase Agreement previously had an expiration date of August 11, 2026 and exercise price of $4.85 per share (the
“Warrants”). There are 693,000 common shares of the Company issuable upon exercise of the Warrants. The Warrants were amended
to (i) reduce the exercise price to $0.45 per share, (ii) shorten the expiration date to March 31, 2023, and (iii) allow cashless exercise.
The
Purchase Agreement was also amended to allow variable rate transactions, including at the market offerings, by the Company.
The
above description of the amendment is qualified in its entirety to the form of amendment attached as Exhibit 10.1 hereto.
1
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits:
The
following exhibit shall be deemed to be furnished, and not filed:
Exhibit
No.
Description
10.1
Form of Amendment of Purchase Agreement and Common Stock Purchase Warrant, dated March 21, 2022
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
INMED PH... |
| GHMP |
2 years, 4 months ago |
1.01 |
Item 1.01 Entry into a Material Definitive Agreement. Plan and Agreement of Merger On March 14, 2022, Good Hemp, Inc. (the "Company") entered into a Plan and Agreement of Merger dated March 9, 2022 (the "Merger Agreement"), with Restoration Artechs, Inc., a California corporation ("Restoration"), pursuant to which a wholly-owned subsidiary of the Company will merge (the "Merger") with and into Restoration, with Restoration becoming our wholly-owned subsidiary after the Merger. Pursuant to the Merger Agreement, 25,000,000 shares of Company common stock will be issued to the shareholder of Restoration in the Merger. Merger closing is to occur upon the satisfaction of several conditions, including (i) customary closing conditions, including the receipt of necessary approval from each of the Company and Restoration, the accuracy of the representations and warranties of the other party, performance by the other party of its obligations under the Merger Agreement, and the absence of any material adverse changes in the condition of the other party, and (ii) the reformation of promissory notes payable to our current management. Our management sees no impediment to the consummation of the Merger. The representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for the purposes of, and were and are solely for the benefit of the parties to, the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on ... |
| HEP |
2 years, 4 months ago |
7.01 |
Item 7.01. Regulation FD Disclosure.Furnished as Exhibit 99.1 for informational purposes and incorporated by reference into this Item 7.01 in its entirety is certain information of Holly Energy Partners, L.P. (the “Partnership”) included in an investor presentation to be presented by HF Sinclair Corporation (“HF Sinclair”) to current and potential investors at meetings throughout 2022.The information contained in, or incorporated into, this Item 7.01 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to such filing.Item 9.01 Financial Statements and Exhibits.(d) Exhibits.99.1 Partnership information presented by HF Sinclair to current and potential investors. * 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).________________________* Furnished herewith.SIGNATUREPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.HOLLY ENERGY PARTNERS, L.P.By:HEP LOGISTICS HOLDINGS, L.P.,its General PartnerBy:HOLLY LOGISTIC SERVICES, L.L.C.,its General PartnerBy:/s/ John HarrisonName:John HarrisonTitle:Senior Vice President, Chief Financial Officer and Treasurer Date: March 21, 2022
... |
| VRS |
2 years, 4 months ago |
1.01 |
Item 1.01
Entry into a Material Definitive Agreement.
On March 18, 2022, certain subsidiaries of Verso Corporation (the “Company” or “Verso”), including Verso Paper Holding LLC (the “Borrower”) and Verso
Holding LLC (“Holdings”), entered into the Fourth Amendment to Credit Agreement (the “Fourth ABL Amendment”) to the Asset-Based Revolving Credit Agreement dated as of July 15, 2016 (the “Original ABL Facility”, and as the Original ABL Facility was
previously amended, the “Existing ABL Facility”, and as the Existing ABL Facility is amended by the Fourth ABL Amendment, the “ABL Facility”) among Holdings, the Borrower, the subsidiaries of the Borrower party thereto, the lenders and other parties
thereto, and Wells Fargo Bank, National Association, as administrative agent.
After giving effect to the Fourth ABL Amendment, the ABL Facility (i) applies certain reporting arrangements in connection (and effective upon closing
of) the expected merger of West Acquisition Merger Sub Inc., a wholly owned subsidiary of BillerudKorsnäs Inc., with and into the Company, with the Company as the surviving corporation as a wholly owned indirect subsidiary of BillerudKorsnäs AB (the
“BK Merger”), (ii) after the BK Merger, requires the use of the International Financial Reporting Standards as the applicable accounting rules for the Company and its subsidiaries, in lieu of GAAP, and (iii) makes other administrative and
implementing changes to be effective upon closing of the BK Merger.
All obligations under the ABL Facility continue to be (i) unconditionally guaranteed by Holdings and certain of the subsidiaries of the Borrower and
(ii) secured by first-priority liens on certain assets of the Borrower, Holdings and the other guarantor subsidiaries, including accounts, inventory, certain deposit accounts, securities accounts and commodities accounts.
... |
| NUVR |
2 years, 4 months ago |
1.01 |
Item 1.01 – Entry Into a Material Definitive Agreement. On March 16, 2022, Nuvera Communications, Inc. (“Nuvera” or the “Company”) and CoBank, ACB entered (i) an Agreement Regarding Amendments to Loan Documents and (ii) an Amended and Restated Revolving Loan Promissory Note (the “Agreement”). The Agreements amended the Company’s existing credit facility with CoBank. Under the Agreements, among other thing, (i) the Company’s revolving loan was increased from $10.0 million to $20.0 million, (ii) the maturity date of the revolving loan was set at June 30, 2022, and (iii) the Company operating subsidiaries listed in Exhibit 10.1 agreed to extend their previous guarantees, security interests and mortgages to cover the increased amount of the revolving note. The foregoing description of the Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreements, which are attached to this report as Exhibit 10.1 and 10.2, and incorporated by reference into this Item 1.01. The Company anticipates that it will enter into a new credit facility with CoBank to replace its existing credit facility prior to the June 30, 2022 maturity date of the revolving loan. The new credit facility will be structured to meet Nuvera’s existing and expected future liquidity and capital resource needs for the next several years. Section 9 - Financial Statements and Exhibits d) Exhibits
Exhibit No.
Description
10.1
Agreement Regarding Amendments to Loan Documents dated March 16, 2022 between Nuvera Communications, Inc. and CoBank, ACB.
10.2
Amended and Restated Revolving Loan Promissory Note dated March 16, 2022 between Nuvera Communications, Inc. and CoBank, ACB.
2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 22, 2022
Nuvera Com... |
| WHD |
2 years, 4 months ago |
7.01 |
Item 7.01 Regulation FD Disclosure.Management of Cactus, Inc., a Delaware corporation (the “Company”), anticipates participating in, and presenting at, upcoming meetings with certain investors. Attached as Exhibit 99.1 to this Current Report on Form 8-K is a copy of the materials to be used in connection with such presentations and meetings. The materials have been posted on the Investors section of the Company\'s website, at www.CactusWHD.com.The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.Item 9.01 Financial Statements and Exhibits.(d) Exhibits.ExhibitNo.Description99.1Cactus, Inc. March 2022 Investor Presentation104Cover Page Interactive Data File (embedded within the Inline XBRL document)2SignaturesPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.Cactus, Inc.March 21, 2022By:/s/ Stephen TadlockDateName:Stephen TadlockTitle:Vice President, Chief Financial Officer and Treasurer3
... |
| AHH |
2 years, 4 months ago |
7.01 |
Item 7.01Regulation FD Disclosure.On March 22, 2022, the Company issued a press release announcing the resignation of Mr. O’Hara and the appointment of Mr. Barnes-Smith. A copy of the press release is attached hereto as Exhibit 99.1 to this report and is incorporated in this Item 7.01 by reference.The information contained in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. ExhibitNo. Description99.1 Press Release, dated March 22, 2022.104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ARMADA HOFFLER PROPERTIES, INC. Date: March 22, 2022By:/s/ Matthew Barnes-Smith Matthew Barnes-Smith Chief Financial Officer, Treasurer, and Corporate Secretary
... |
| VAXX |
2 years, 4 months ago |
7.01 |
Item 7.01. Regulation FD Disclosure. The Company issued a press release on March 21, 2022 announcing the appointment of Peter Powchik as a member of the Board. A copy of the press release is furnished as Exhibit 99.1 to this report. The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1Press Release issued by Vaxxinity, Inc. on March 21, 2022104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Vaxxinity, Inc. By: /s/ René Paula Name: René Paula Title: General Counsel and Secretary Date: March 21, 2022
... |
| TPCS |
2 years, 4 months ago |
1.01 |
Item 1.01
Entry into a Material Definitive Agreement
As previously disclosed, on August 25, 2021, Ranor, Inc.
(“Ranor”), a wholly owned subsidiary of TechPrecision Corporation (the “Company”), along with certain
affiliates of the Company, entered into that certain Amended and Restated Loan Agreement (the “Amended and Restated Loan Agreement”)
with Berkshire Bank under which, among other things, Berkshire Bank continued a term loan made to Ranor in the original principal amount
of $2,850,000 (the “Ranor Term Loan”). Under the Amended and Restated Loan Agreement and related loan documents, the
Ranor Term Loan had a maturity date of December 20, 2021. On December 17, 2021, Ranor and certain affiliates of the Company
entered into a First Amendment to Amended and Restated Loan Agreement and First Amendment to Promissory Note to extend the maturity date
of the Ranor Term Loan to March 18, 2022. On March 18, 2022, Ranor and certain affiliates of the Company entered into a Second
Amendment to Amended and Restated Loan Agreement and Second Amendment to Promissory Note (the “Amendment”) to further
extend the maturity date of the Ranor Term Loan to June 16, 2022.
Other than in respect of the Amended and Restated Loan Agreement, the
promissory notes made thereunder, the related security and guaranty documents and the previously disclosed past borrowing relationship,
there is no material relationship between Ranor, the Company and the other affiliates of the Company party thereto, on the one hand, and
Berkshire Bank, on the other hand. The description of the Amendment is qualified in its entirety by reference to the full text of the
Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits
Exhibit
Number
Description
10.1
Second
Amendment to Amended and Restated Loan Agreement and Secon... |
| SUNS |
2 years, 4 months ago |
7.01 |
Item 7.01. Regulation FD Disclosure.
On March 21, 2022, the Company and SLRC issued a joint press release announcing, among other things, the voting results at the Meeting. A copy of the
press release is furnished herewith as Exhibit 99.1. The information in Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing
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.
Forward-Looking Statements Some of the statements in
this current report on Form 8-K (the “Report”) constitute forward-looking statements because they relate to future events, future performance or financial condition or the Merger. The forward-looking statements may include statements as
to: future operating results of the Company and SLRC and distribution projections; business prospects of the Company and SLRC and the prospects of their portfolio companies; and the impact of the investments that the Company and SLRC expect to make.
In addition, words such as “anticipate,” “believe,” “expect,” “seek,” “plan,” “should,” “estimate,” “project” and “intend” indicate forward-looking statements,
although not all forward-looking statements include these words. The forward-looking statements contained in this Report involve risks and uncertainties. Certain factors could cause actual results and conditions to differ materially from those
projected, including the uncertainties associated with (i) the timing or likelihood of the Merger closing; (ii) the expected synergies and savings associated with the Merger; (iii) the ability to realize the anticipated benefits of the Merger,
including the expected elimination of certain expenses and costs due to the Merger; (iv) the possi... |
| INVA |
2 years, 4 months ago |
1.01 |
Item 1.01 Entry into a Material Definitive Agreement
Issuance of Additional Convertible Notes
On
March 18, 2022, Innoviva, Inc. (“Innoviva”) completed its offering of $36.0 million aggregate principal amount
of its 2.125% convertible senior notes due 2028 (the “Additional Notes”). The Additional Notes were sold to Goldman Sachs &
Co. LLC and Moelis & Company LLC (the “Initial Purchasers”) pursuant to the Initial Purchasers’ partial exercise
of their option to purchase such notes, granted in connection with the previously disclosed offering of $225 million aggregate principal
amount of Innoviva’s 2.125% convertible senior notes due 2028 (the “Initial Notes” and, together with the Additional
Notes, the “Notes”), which closed on March 7, 2022. The Additional Notes have the same terms, and were issued under the
same Indenture, dated as of March 7, 2022 (the “Indenture”), between the Company and The Bank of New York Mellon Trust
Company, N.A., as trustee, as the Initial Notes, as described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 8, 2022 (the “Initial Form 8-K”). The information set forth in the Initial Form 8-K
is incorporated herein by reference.
The Additional Notes were sold in a private offering
under a purchase agreement, dated as of March 2, 2022, entered into by and among Innoviva and the Initial Purchasers, for resale
to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).
The net proceeds from the sale of the Additional
Notes were approximately $34.5 million after deducting the Initial Purchasers’ discounts and commissions and Innoviva’s estimated
offering expenses and inclusive of accrued interest from the issue date of the Initial Notes. Innoviva used approximately $2.9 million
of the net proceeds from the offering of the Additional Notes to fund the cost of entering into the capped call transactions described
belo... |
| DXYN |
2 years, 4 months ago |
1.01 |
Item 1.01 Entry into a Material Definitive AgreementOn March 16, 2022, The Dixie Group, Inc., a Tennessee Corporation (the “Company”) refinanced its loan on an industrial facility in Adairsville, Georgia (the “Property”). The prior loan secured by the facility with first Horizon Bank was paid off. The Property was held by the Company’s wholly owned subsidiary, TDG Operations, LLC, a Georgia limited liability company (“TDG”). To facilitate the new loan from RGA Reinsurance Company, TDG contributed the Property to its newly formed wholly owned subsidiary, TDG Adairsville, LLC, a Georgia limited liability company (“Adairsville”) and leased the Property back on a triple net basis, at a market rate of $4.10 per square foot per annum, for 20 years. The new loan is for 20 years at a fixed rate of 3.81% per annum. The Company guaranteed the Lease and also executed a Separate Guaranty of Carve-Out Obligations Item 9.01 Financial Statements and Exhibits.(c) Exhibits (99.2) Promissory Note(99.3) Deed to Secure Debt(99.5) LeaseTo be supplied by amendment:(99.6) Lease Guaranty(99.7) Lease Subordination Agreement(99.1) Mortgage Loan Application (the Loan Agreement) with RGA Reinsurance Company(99.4) Separate Guaranty of Carve-Out ObligationsSIGNATURESPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.Date: March 21, 2022 THE DIXIE GROUP, INC. /s/ Allen L. DanzeyAllen L. DanzeyChief Financial Officer
... |
| SLRC |
2 years, 4 months ago |
7.01 |
Item 7.01. Regulation FD Disclosure.
On March 21, 2022, the Company and SUNS issued a joint press release announcing, among other things, the voting results at the Meeting. A copy of the
press release is furnished herewith as Exhibit 99.1. The information in Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing
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.
Forward-Looking Statements Some of the statements in
this current report on Form 8-K (the “Report”) constitute forward-looking statements because they relate to future events, future performance or financial condition or the Merger. The forward-looking statements may include statements as
to: future operating results of the Company and SUNS and distribution projections; business prospects of the Company and SUNS and the prospects of their portfolio companies; and the impact of the investments that the Company and SUNS expect to make.
In addition, words such as “anticipate,” “believe,” “expect,” “seek,” “plan,” “should,” “estimate,” “project” and “intend” indicate forward-looking statements,
although not all forward-looking statements include these words. The forward-looking statements contained in this Report involve risks and uncertainties. Certain factors could cause actual results and conditions to differ materially from those
projected, including the uncertainties associated with (i) the timing or likelihood of the Merger closing; (ii) the expected synergies and savings associated with the Merger; (iii) the ability to realize the anticipated benefits of
the Merger, including the expected elimination of certain expenses and costs due to the Merger; (iv) the possi... |
| PRPO |
2 years, 4 months ago |
7.01 |
Item 7.01 Regulation FD Disclosure.
On March 21, 2022, the Company issued a press release announcing the
retirement of Mr. Iberger and the appointment of Mr. Gage as Chief Financial Officer. A copy of the press release is furnished herewith
as Exhibit 99.1.
The information in this Current Report on Form 8-K, including Exhibit
99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall
it be deemed subject to the requirements of amended Item 10 of Regulation S-K, nor shall it be deemed incorporated by reference into any
filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof,
regardless of any general incorporation language in such filing. The furnishing of this information hereby shall not be deemed an admission
as to the materiality of any such information.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1Payroll and Position Change Notice dated March 21, 2022
99.1Precipio Inc Press Release, dated March 21, 2022
104Cover Page Interactive Data File (cover page XBRL tags are embedded
within the Inline XBRL document)
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PRECIPIO, INC.
By:
s/ Ilan Danieli
Name:
Ilan Danieli
Title:
Chief Executive Officer
Date: March 21, 2022
... |
| Y |
2 years, 4 months ago |
1.01 |
Item 1.01
Entry Into a Material Definitive Agreement. On March 20, 2022, Alleghany Corporation, a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Berkshire Hathaway Inc., a Delaware corporation (“Parent”), and O&M Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”). As a result of the Merger, each issued and outstanding share of the Company’s common stock, par value $1.00 per share (the “Company Common Stock”) (other than shares (a) owned by the Company as treasury stock or owned by Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Parent or (b) held by a stockholder who has properly exercised and perfected such holder’s appraisal rights under Section 262 of the General Corporation Law of the State of Delaware), will be converted into the right to receive $848.02 in cash, without interest (the “Merger Consideration”). Pursuant to the terms of a “go-shop” provision in the Merger Agreement, during the period beginning on the date of the Merger Agreement and continuing until 11:59 p.m. (New York time) on April 14, 2022 (such period, the “Go-Shop Period”), the Company may (i) solicit, initiate or facilitate the making of alternative takeover proposals from third parties; (ii) provide non-public information to third parties in connection with alternative takeover proposals; and (iii) participate in discussions and negotiations with third parties regarding alternative takeover proposals. After the Go-Shop Period, the Company has agreed not to (i) solicit, initiate or knowingly encourage inquiries or proposals relating to alternative takeover transactions or (i... |
| SMME |
2 years, 4 months ago |
1.01 |
Item 1.01.Entry into a Material Definitive Agreement.
Issuance of Commitment Shares, Note, and Warrant
On March 15, 2022,
SmartMetric, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)
with Mast Hill Fund, L.P. (the “Investor”) with respect to the sale and issuance (the “Offering”) to the
Investor of: (i) a promissory note in the aggregate principal amount of $250,000 (the “Note”), (ii) a common stock
purchase warrant (the “Warrant”) to purchase up to an aggregate of 12,500,000 shares of the Company’s common
stock, par value $0.001 per share (the “Common Stock”), and (iii) 12,500,000 shares of Common Stock (the
“Commitment Shares”). The Note and Warrant were issued on March 15, 2022 (the “Issuance Date”).
The Company issued the Note
in the principal amount of $250,000 for a purchase price of $225,000, resulting in an original issue discount of $25,000. The Company
issued the Warrant with an initial exercise price of $0.05 per share, subject to adjustment as described therein. The aggregate cash subscription
amount received by the Company from the Investor for the issuance of the Commitment Shares, Note and Warrant was $188,250, due to a reduction
in the $225,000 purchase price as a result of broker, legal, and transaction fees.
The Purchase Agreement limits
the Company’s ability to enter into any agreement involving a variable rate transaction and provides for Investor’s registration
rights (each, as more particularly described therein). The Purchase Agreement contains other representations and warranties, covenants
and conditions, customary for transactions of this type.
The foregoing
description of the Purchase Agreement does not purport to be a complete description of the rights and obligations of the parties
thereunder and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached
hereto as Exhibit 10.1 and is incorporated herein by reference.
... |
| OII |
2 years, 4 months ago |
7.01 |
Item 7.01 Regulation FD Disclosure.An investor handout that will be used during institutional investor meetings will be available for interested parties to view and download from the Investor Relations page of Oceaneering\'s website, at www.oceaneering.com, beginning on March 21, 2022, after the close of the market.The information furnished pursuant to this Item 7.01 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified in such filing as being incorporated by reference in such filing.SIGNATURESPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.OCEANEERING INTERNATIONAL, INC.Date:March 21, 2022By:/s/ ALAN R. CURTISAlan R. CurtisSenior Vice President and Chief Financial Officer
... |
| CISO |
2 years, 4 months ago |
7.01 |
Item
7.01.
Regulation FD Disclosure.
We
are furnishing the disclosure in this Item 7.01 in connection with the disclosure of information in the form of textual information from
a press release published on March 21, 2022 announcing Ms. Devoto’s appointment as Chief Information Security Officer of our company.
The press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
The
information in this Item 7.01 (including Exhibit 99.1) is furnished pursuant to Item 7.01 and shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in the Report that is required
to be disclosed solely by Regulation FD.
Item
9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number
Exhibits
99.1
Press
release from Cerberus Cyber Sentinel Corporation, dated March 21, 2022, entitled “Cerberus Sentinel Appoints New Chief
Information Security Officer to Executive Team”
104
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2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
CERBERUS
CYBER SENTINEL CORPORATION
Date:
March 21, 2022
By:
/s/
Debra L. Smith
Debra
L. Smith
Chief
Financial Officer
3
... |
| ORIC |
2 years, 4 months ago |
7.01 |
Item 7.01 Regulation FD Disclosure. On March 21, 2022, ORIC Pharmaceuticals, Inc. (the “Company”) hosted a conference call and webcast to discuss the Company’s fourth quarter and full year 2021 financial results and provide an operational update. A copy of the Company’s corporate presentation used during the conference call and webcast is attached hereto as Exhibit 99.1, which is incorporated herein by reference. All of the information furnished in this Item 7.01 and Item 9.01 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing 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. (d) Exhibits
Exhibit No.
Description
99.1
Corporate Presentation dated March 21, 2022
104
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SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ORIC PHARMACEUTICALS, INC.
Date: March 21, 2022
By:
/s/ Dominic Piscitelli
Dominic Piscitelli Chief Financial Officer
... |
| NAAC |
2 years, 4 months ago |
7.01 |
Item 7.01.
Regulation FD Disclosure
As previously disclosed, on December 16, 2021,
BICS SA, a Belgian limited liability company, Torino Holding Corp., a Delaware corporation (“TeleSign” ), North Atlantic Acquisition
Corporation, a Cayman Islands exempted company (“NAAC”), North Atlantic Acquisition, LLC, a Delaware limited liability company
(“New SPAC”), and NAAC Holdco, Inc., a Delaware corporation and wholly owned subsidiary of NAAC (“New Holdco”),
entered into a business combination agreement, pursuant to which, and subject to the terms and conditions contained therein, the business
combination (the “Business Combination”) of TeleSign, New Holdco, New SPAC and NAAC will be effected.
On March 21, 2022, NAAC and TeleSign issued a press release (the “Press
Release”) announcing the public filing with the U.S. Securities and Exchange Commission (the “SEC”) of a registration
statement on Form S-4 in connection with the Business Combination. NAAC had previously announced a confidential submission with the SEC
of a draft of the Registration Statement on January 7, 2022. A copy of the Press Release is furnished herewith as Exhibit 99.1.
Forward-Looking Statements
Certain statements made herein that are not historical
facts are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of
1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,”
“would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical
matters. These forward-looking statements include, but are not limited to, statements regarding future events, the proposed business combination
between NAAC and TeleSign, the estimated or anticipated future results and benefits of the combined company... |
| VRTV |
2 years, 4 months ago |
7.01 |
Item
7.01.Regulation FD Disclosure.
Veritiv Corporation (the “Company”) is furnishing with
this report additional information to be provided in conjunction with investor meetings commencing the week of March 21, 2022. The
additional information includes a Company overview, information related to the Company’s strategic transformation and growth strategy
and select financial information.
The additional information, attached as Exhibit 99.1 to this Current
Report on Form 8-K, is being furnished and will not be deemed “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
The information in this Current Report on Form 8-K will not be
incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as
amended, unless specifically identified therein as being incorporated by reference.
Item
9.01.Financial Statements and Exhibits.
(d)Exhibits.
The following exhibits are included with this report:
Exhibit No.
Exhibit Description
99.1
Additional Information of Veritiv Corporation dated March 2022.
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
VERITIV CORPORATION
Date: March 21, 2022
/s/ Mark W. Hianik
Mark W. Hianik
Senior Vice President, General Counsel & Corporate Secretary
... |
| MRMD |
2 years, 4 months ago |
7.01 |
Item
7.01. Regulation FD Disclosure.
On
March 17, 2022, the Company hosted a conference call for investors to discuss its financial condition and operating results for the year
ended December 31, 2021 as well as other relevant matters. A transcript of the call is attached hereto as Exhibit 99.2.
The
information furnished pursuant to this Item 7.01 shall not be deemed to constitute an admission that such information is required to
be furnished pursuant to Regulation FD or that such information or exhibits contain material information that is not otherwise publicly
available. In addition, the Company does not assume any obligation to update such information in the future.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
Description
99.1
Press release, dated March 16, 2022, announcing financial results for the year ended December 31, 2021.
99.2
Transcript of investor conference call held on March 17, 2022.
104
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In
accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, furnished pursuant to Items
2.02 and 7.01, including Exhibits 99.1 and 99.2, respectively, shall not be deemed to be “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that
section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act
of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
**********
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersign... |
| SSKN |
2 years, 4 months ago |
7.01 |
Item 7.01. Regulation FD Disclosure.
On March 21, 2022, STRATA Skin Sciences, Inc. (the “Company”) issued a press release announcing its results of operations for the
fourth fiscal quarter and full year ended December 31, 2021. The full text of such press release is furnished as Exhibit 99.1 to this report.
The information set forth under this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following press release is furnished as an exhibit to this Current Report on Form 8-K pursuant to Item 2.02 and shall not be
deemed to be “filed”:
99.1 Press Release dated March 21, 2022 issued by STRATA Skin Sciences, Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
STRATA SKIN SCIENCES, INC.
... |
| FAT |
2 years, 4 months ago |
7.01 |
Item
7.01 Regulation FD Disclosure.
On
March 21, 2022, the Company provided supplemental financial information to be used in its earnings presentation for the thirteen week
and fifty two week periods ending December 26, 2021 on its website at https://ir.fatbrands.com/events-and-presentations/default.aspx.
A copy of the earning supplement is furnished as Exhibit 99.2 hereto and is incorporated herein by reference.
In
accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02 and 7.01, including Exhibit 99.1 and Exhibit 99.2,
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of that section. Such information may be incorporated by reference in another filing under the Securities and Exchange
Act of 1934 or the Securities Act of 1933 only if, and to the extent that, such subsequent filing specifically references such information.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number
Description
99.1
Press Release Dated March 21, 2022
99.2
Earnings Supplement Q4 – 2021
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
FAT
Brands Inc.
Date:
March 21, 2022
/s/
Kenneth J. Kuick
Kenneth
J. Kuick
Chief
Financial Officer
... |
| ACKIT |
2 years, 4 months ago |
7.01 |
Item 7.01 Regulation FD Disclosure.
On March 21, 2022, Ackrell SPAC
Partners I Co. (the “Company”) issued a press release (the “Press Release”) announcing that the Extension Payment
had been made and that the Company had issued the Note to NAI in connection therewith.
A copy of the press release
is furnished as Exhibit 99.1 hereto. The information in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as expressly set forth by specific reference in such filing.
1
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
10.1*
Promissory Note, dated March 16, 2022, issued by Ackrell SPAC Partners I Co. to North Atlantic Imports, LLC.
99.1
Press
Release, dated March 21, 2022.
104
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*Exhibit A to this exhibit has been omitted pursuant to Item 601(b)(10)(iv)
of Regulation S-K. The Company hereby agrees to furnish a copy of the omitted exhibit to the SEC upon request.
2
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
ACKRELL SPAC PARTNERS I CO.
Date: March 21, 2022
By:
/s/ Long Long
Name:
Long Long
Title:
Chief Financial Officer
3
... |
| ASNB |
2 years, 4 months ago |
1.01 |
Item
1.01 Entry into a Material Definitive Agreement.
On
October 12, 2021, EKIMAS Corporation, a Delaware corporation (the “Company”) entered into a Stock Purchase Agreement (the
“SPA”) between the Company and Reddington Partners LLC, a California limited liability company (“Reddington”)
providing for the purchase from the Company by Reddington of shares of the Company’s common stock in two tranches. Pursuant to
the SPA, each of Michael Adams, Michael Barretti, William J. O’Neill, Jr. and David Volpe (the “Principal Stockholders”)
entered into a Voting Agreement with Reddington (the “Voting Agreements”).
The
sale of the first tranche of 21,136,250 shares was consummated on October 12, 2021 (the “First Closing”). At the First Closing,
the Principal Stockholders entered into the Voting Agreements with Reddington, covering an aggregate of 4,434,240 shares. As a result
of these transactions, Reddington obtained ownership or voting power over a total of 25,570,490 shares, constituting 51.8% of the total
outstanding shares. Accordingly, Reddington became the majority stockholder of the Company.
Pursuant
to the SPA, the Company effectuated a 1-for 50 reverse stock split on March 11, 2022 (the “Reverse Split”). As set forth
in the SPA, Reddington purchased an additional 4,691,750 post-Reverse Split shares of common stock from the Company. After the issuance
thereof Reddington owned 90% of the total issued and outstanding shares of the Company’s common stock. As of the closing of the
second tranche purchase (the “Second Closing”), the Voting Agreements terminated.
The
purchase price for both tranches of shares was $400,000. At the First Closing, Reddington paid the Company $200,000, $100,000 of which
was required to be applied to the payment of accrued and unpaid liabilities of the Company as of the First Closing date, and $100,000
of which is for working capital purposes. The remaining $200,000 was deposited to an escrow account with an independent escrow ag... |
| IGPK |
2 years, 4 months ago |
1.01 |
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Amended March 17, 2022 Acquisition Agreement Between and Among Us, Integrated Holding Solutions, Inc. (our wholly owned subsidiary), and GCTR Management, Inc. On March 17, 2022, we amended the 1/26/22 Agreement (“3/17/2022 Agreement”) to provide for the Buyer’s (our wholly-owned subsidiary, Integrated Holding Solutions, Inc.) purchase of 49.9% of the Seller with the Buyer’s option to purchase the remaining 50.1% of the Seller within 6 months of the date of the 3/17/22 Agreement. The 3/17/2022 Agreement provides that we (on behalf of the Buyer) shall pay the Seller 598,800 of our Preferred B Shares for the purchase of 49.9% of the Seller or the Seller’s 598,800 Membership Units. Should we exercise the option for the remaining 50.1% purchase, we shall pay GCTR 601,200 of our Preferred B shares in return for the Seller’s 601,200 Membership Units. ITEM 8.01. OTHER EVENTS. On March 21, 2022, we will be issuing a press release titled: “Integrated Cannabis Solutions Announces It Has Officially Closed its First Acquisition”), which press release is attached hereto as Exhibit 99.1. The information in this Current Report on Form 8-K with respect to Item 8.01 (including Exhibit 99.1) is being furnished pursuant to Item 8.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. This current report on Form 8-K (including Exhibit 99.1) will not be deemed an admission as to the materiality of any information contained herein. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits Exhibit Number Description 10.1 January 26, 2022 Acquisition Agreement (filed previously on 1/28/22 Form 8-K) 10.2 March 17, 2022 Amended Acquisition Agre... |
| FULT |
2 years, 4 months ago |
7.01 |
Item 7.01 Regulation FD Disclosure. On March 21, 2022, Fulton Financial Corporation (“Fulton”) announced that its Board of Directors approved the repurchase of up to $75 million of shares of Fulton’s common stock, or approximately 2.7 percent of Fulton’s outstanding shares, based on the closing price of Fulton’s common stock and the number of shares outstanding on March 17, 2022 (the “2022 Program”). Shares may be repurchased under the 2022 Program commencing on April 1, 2022, following the March 31, 2022 expiration of the repurchase program announced on February 9, 2021. The 2022 Program will expire on December 31, 2022. On March 21, 2022, Fulton issued a press release announcing the repurchase program, which is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information in this Form 8-K provided under Item 7.01, including all exhibits attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of Fulton under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing. Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
ExhibitNo.
Description
99.1
Press Release dated March 21, 2022
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SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Fulton Financial Corporation
Date: March 21, 2022
By:
/s/ Natasha R. Luddington
Name:
Natasha R. Luddington
Title:
Senior Executive Vic... |
| LBTYA |
2 years, 4 months ago |
7.01 |
Item 7.01 Regulation FD Disclosures On March 21, 2022, Liberty Global issued a press release announcing Mr. Rapley’s retirement and the election of Ms. Drew and Mr. Sanchez to the Board. The press release is attached hereto as Exhibit 99.1.Item 9.01 Financial Statements and Exhibits.(d) Exhibits.Exhibit No.Exhibit Name99.1Press release dated March 21, 2022101.SCHInline XBRL Taxonomy Extension Schema Document101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document101.LABInline XBRL Taxonomy Extension Label Linkbase Document101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LIBERTY GLOBAL PLC By:/s/ RANDY L. LAZZELL Randy L. Lazzell Vice President Date: March 21, 2022
... |
| CDZI |
2 years, 4 months ago |
1.01 |
Item 1.01 Entry into a Material Definitive Agreement.
On March 20, 2022, Cadiz Inc. (the “Company”)
entered into a Securities Purchase Agreement with certain institutional and individual investors relating to the sale and issuance by
the Company of 6,857,140 shares of the Company’s common stock (“Shares”) to such investors in a registered direct offering
(the “Purchase Agreement”). The purchasers in this offering include (i) the Company’s founder, current director and
former Chairman, Keith Brackpool, who will purchase 1,142,857 Shares, (ii) the Company’s director, Geoffrey Grant (collectively with
Mr. Brackpool, the “Participating Directors”), who will purchase 285,714 Shares, and (iii) the Company’s largest stockholder,
a fund represented by Heerema International Group Services S.A. (such fund referred to herein as “Heerema”), which beneficially
owns approximately 34.42% of the issued and outstanding shares of the Company’s common stock prior to this offering, will purchase
2,857,142 Shares in this offering and following which offering, Heerema and its affiliates are expected to beneficially own approximately
35.4% of the issued and outstanding shares of the Company’s common stock representing approximately 35.33% of the voting power
of the Company’s outstanding capital stock. The Shares will be sold at a purchase price of $1.75 per share, which exceeds the last
consolidated closing bid price of the common stock on the Nasdaq Stock Market preceding the execution of the Purchase Agreement, for an
aggregate purchase price of approximately $12 million. The Company will not pay any underwriting discounts or commissions in connection
with this offering, as this offering is not made with an underwriter or a placement agent. The closing of this offering is expected to
take place on March 23, 2022 subject to the satisfaction of customary closing conditions.
The Shares were offered and sold pursuant to a
prospectus dated June 25, 2021 and a prospectus supplement da... |
| CDZI |
2 years, 4 months ago |
7.01 |
Item 7.01
Regulation FD Disclosure.
On March 21, 2022, the Company issued a press release regarding
the registered direct offering. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated by reference
in this Item 7.01.
The information disclosed under this Item 7.01, including Exhibit
99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and
shall not be deemed “filed” with the SEC nor incorporated by reference into any filing made under the Securities Act
of 1933, as amended, except as expressly set forth by specific reference in such filing.
1
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
5.1
Opinion of Greenberg Traurig, LLP
10.1
Form of Securities Purchase Agreement
10.2
Form of Board Observer and Nomination Right Agreement
10.3
Form of Registration Rights Agreement
23.1
Consent of Greenberg Traurig, LLP (included in Exhibit 5.1)
99.1
Press released dated as of March 21, 2022
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2
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CADIZ INC.
By:
/s/ Stanley Speer
Name:
Stanley Speer
Title:
Chief Financial Officer
Date: March 21, 2022
3
... |
| CAPC |
2 years, 4 months ago |
7.01 |
Item 7.01. Regulation FD Disclosure.
On March 21, 2022, Capstone Companies, Inc., a Florida
corporation, (the “Company”), issued a press release announcing an upcoming webcast and conference call to discuss the operating
and financial results for the fiscal year ended December 31, 2021. The Company anticipates filing its Form 10-K Annual Report for the
fiscal year end of December 31, 2021, with the Commission on March 31, 2022.
The investor conference call will be held on Friday,
April 1, 2022, at 10:30 a.m., Eastern Standard Time (“EST”). The telephone number for the webcast/conference call is (201)
689-8562.
A copy of the March 21, 2021, press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K. A transcript of the April 1, 2021, webcast and conference call together with any such
materials referenced during the webcast and conference call shall be filed as Exhibit 99.2 to an Amendment Number One to this Current
Report on Form 8-K. The disclosures in Item 7.01/Item 2.02 above and Exhibit 99.1 to his Current Report on Form 8-K shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any
filing by the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such
a filing.
Item 9.01. Financial Statements and Exhibits.
EXHIBIT NUMBER
EXHIBIT DESCRIPTION
99.1
March 21, 2022, Press Release by Capstone Companies, Inc. re: financial and operating results for fiscal year ending December 31, 2021
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CAPSTONE COMPANIES, INC., A FLORIDA CORPORATION
By: /s/ Stewart Wallach
Stewart Wallach, Chief Executive Officer
Dated: March 21,... |
| PPGH |
2 years, 4 months ago |
7.01 |
Item 7.01
Regulation FD Disclosure.
The information set forth under Item 2.02 is incorporated
by reference as if fully set forth herein.
On March 21, 2022, Poema
Global and Gogoro issued the Press Release announcing the March 2022 PIPE Investment.
The foregoing (including Exhibits
99.1 and 99.2) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Exchange
Act or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under
the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not
be deemed an admission as to the materiality of any of the information in this Item 7.01, including Exhibits 99.1 and 99.2.
Item 8.01.
Other Events.
On November 18, 2021, Gogoro filed a registration
statement on Form F-4 (File No. 333-261181) (as amended, the “Registration Statement”) with the SEC in connection
with the Business Combination. On March 17, 2022, the Registration Statement was declared effective by the SEC, and Gogoro and Poema
Global filed a definitive proxy statement/prospectus (the “definitive proxy statement/prospectus”) for the solicitation of
proxies in connection with an extraordinary general meeting of Poema Global’s shareholders to be held on March 31, 2022 to
consider and vote on, among other proposals, a proposal to approve the Merger Agreement and the Business Combination.
In order to provide additional information to Poema
Global’s shareholders in connection with the March 2022 PIPE Investment and the Amendment, Gogoro and Poema Global filed a
supplement to the definitive proxy statement/prospectus on March 21, 2022.
Forward-Looking Statements
This communication contains
forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (“Securities... |
| PPGH |
2 years, 4 months ago |
1.01 |
Item 1.01
Entry Into A Material Definitive Agreement.
March 2022 PIPE Subscription Agreement
As previously announced, on
September 16, 2021, Poema Global Holdings Corp., an exempted company incorporated with limited liability under the laws of Cayman
Islands (“Poema Global”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with
Gogoro Inc., an exempted company incorporated with limited liability under the laws of Cayman Islands (“Gogoro”), Starship
Merger Sub I Limited, an exempted company incorporated with limited liability under the laws of Cayman Islands and a wholly-owned subsidiary
of Gogoro (“Merger Sub”) and Starship Merger Sub II Limited, an exempted company incorporated with limited liability
under the laws of Cayman Islands and a wholly-owned subsidiary of Gogoro (“Merger Sub II”), pursuant to which, among
other transactions, on the terms and subject to the conditions set forth therein, (i) Merger Sub will merge with and into Poema Global
(the “First Merger”), with Poema Global surviving the First Merger as a wholly owned subsidiary of Gogoro, and (ii) Poema
Global will merge with and into Merger Sub II (the “Second Merger”), with Merger Sub II surviving the Second Merger
as a wholly-owned subsidiary of Gogoro (the “Business Combination”). Concurrently with the execution of the Merger
Agreement and on January 18, 2022, certain investors entered into share subscription agreements pursuant to which such investors
committed to subscribe for and purchase an aggregate of 28,482,000 ordinary shares of Gogoro (“Gogoro Ordinary Shares”)
subject to the satisfaction or waiver of certain customary closing conditions at $10.00 per share for an aggregate purchase price of $284,820,000.
On March 21, 2022, Taishin
Venture Capital Investment Co. (“Taishin”) entered into a share subscription agreement (the “March 2022
PIPE Subscription Agreement”) pursuant to which Taishin has committed to subscribe for and purchase 1,000,000 Gogoro O... |
| KMPH |
2 years, 4 months ago |
7.01 |
Item 7.01 Regulation FD Disclosure.
On March 21, 2022, KemPharm, Inc., a Delaware corporation (the “Company”), issued a press release (the “Press Release”) announcing that the Company had completed its analysis of the full data set from its Phase 1 clinical trial exploring the safety and pharmacokinetics ("PK") of serdexmethylphenidate ("SDX") delivered at doses higher than those previously studied. A copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference.
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On March 21, 2022, the Company announced that it had completed its analysis of the full data set from its Phase 1 clinical trial exploring the safety and PK of SDX delivered at doses higher than those previously studied. SDX, the Company’s proprietary prodrug of d-methylphenidate ("d-MPH"), is the sole active pharmaceutical ingredient in KP1077, which the Company is developing as a treatment for idiopathic hypersomnia ("IH").
The full data set, which builds upon top-line data previously reported on December 14, 2021, affirmed that 240 mg and 360 mg doses of SDX were well-tolerated and produced d-MPH exposure that appeared to increase proportionally with dose. Mean d-MPH plasma concentrations demonstrated a gradual increase after SDX administration, reaching a broad peak from eight to twelve hours post-dose, followed by a shallow decline thereafter. Increased wakefulness, alertness, hypervigilance, and insomnia effects were reported by study participants, which suggests th... |
| RVNC |
2 years, 4 months ago |
1.01 |
ITEM 1.01
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On March 18, 2022 (the “Effective Date”), Revance Therapeutics, Inc. (the “Company”) entered into a note purchase agreement (the “Note Purchase Agreement”) with Athyrium Buffalo LP (together with its affiliates, “Athyrium”), as administrative agent, the purchasers party thereto from time to time (the “Purchasers”), including Athyrium, and Hint, Inc., as a guarantor, pursuant to which the Purchasers party to the Note Purchase Agreement agreed to purchase from the Company, and the Company agreed to issue to such Purchasers, notes payable by the Company. On the Effective Date, the Company issued to the Purchasers notes in an aggregate principal amount for all such notes of $100.0 million. Subject to satisfaction of certain conditions set forth in the Note Purchase Agreement, including the FDA approval of DaxibotulinumtoxinA for Injection for glabellar lines, $100.0 million in additional notes (the “Second Tranche”) remains available to the Company under the Note Purchase Agreement until September 18, 2023. In addition, there is an uncommitted tranche of additional notes in an aggregate amount of up to $100.0 million (the “Third Tranche”) available until March 31, 2024 subject to the satisfaction of certain conditions set forth in the Note Purchase Agreement, including the achievement of greater than or equal to $50 million in trailing twelve months revenue for DaxibotulinumtoxinA for Injection for glabellar lines preceding the date of the draw request for the third tranche note, and approval by Athyrium Capital Management, LP. The obligations of the Company under the Note Purchase Agreement are secured by substantially all of the Company’s assets and the assets of its wholly owned domestic subsidiaries, including their respective intellectual property. Initially, the notes issued under the Note Purchase Agreement bear interest at an annual fixed interest rate equal to 8.50%. If the Third Tranche of notes becomes ... |
| RYAM |
2 years, 4 months ago |
1.01 |
Item 1.01.
Entry into a Material Definitive Agreement. Item 3.03 below is incorporated herein by reference.
Item 3.03.
Material Modification to Rights of Security Holders. On March 21, 2022, the Board of Directors of Rayonier Advanced Materials Inc., a Delaware corporation (the “Company”), declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock of the Company, par value $0.01 per share (“Company Common Stock”), and adopted a shareholder rights plan, as set forth in the Rights Agreement dated as of March 21, 2022 (the “Rights Agreement”), by and between the Company and Computershare Trust Company, N.A., as rights agent. The dividend is payable on March 31, 2022 to Company stockholders of record as of the close of business on March 31, 2022. The Board of Directors (the “Board”) has adopted the rights plan in response to recent stock activity and the accumulation of a substantial amount of stock of the Company. In general terms, the Rights Agreement works by imposing a significant penalty upon any person or group which acquires beneficial ownership of 10% or more (or, in the case of certain passive institutional investors entitled to file statements on Schedule 13G, 20% or more) (subject to the grandfathering provisions discussed below) of the Company Common Stock without the approval of the Board. The Rights Agreement should not interfere with any merger or other business combination approved by the Board. A summary of the terms of the Rights Agreement follows. All capitalized terms used but not defined herein have the meanings assigned to them in the Rights Agreement. General. The Rights. The Rights will initially trade with, and will be inseparable from, shares of the Company Common Stock. The Rights are evidenced only by certificates (or, in the case of uncertificated shares, by notations in the book entry account system) that represent shares of the Company Common Stock. New Rights will accompan... |
| JSPR |
2 years, 4 months ago |
7.01 |
Item 7.01. Regulation FD Disclosure.
On March 21, 2022, the Company issued a press release announcing, among
other matters, the foregoing management changes. A copy of that press release is furnished as Exhibit 99.1 to this Current Report on Form
8-K.
The
information in this Item 7.01, including the press release attached hereto as Exhibit 99.1, is being furnished under Item 7.01 of Form 8-K and
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing
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.
(d) Exhibits.
Exhibit No.
Description
99.1
Press release dated March 21, 2022.
104
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1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 21, 2022
JASPER THERAPEUTICS, INC.
By:
/s/ Ronald Martell
Ronald Martell
Chief Executive Officer
2
... |
| AUID |
2 years, 4 months ago |
1.01 |
Item 1.01.
Entry into a Material Definitive Agreement
On March 21, 2022, Ipsidy Inc. (the “Company”,
“we”, “us” or “our”) entered into a Securities Purchase Agreement (“SPA”)
with certain accredited investors, including certain directors of the Company or their affiliates (the “Note Investors”),
and, pursuant to the SPA, sold to the Note Investors Senior Secured Convertible Notes (the “Convertible Notes”) with
an aggregate initial principal amount of approximately $9.2 million and a conversion price of $3.70 per share, subject to adjustment
as described below (the “Notes Private Placement”).
The Convertible Notes were sold with an aggregate cash origination
fee of approximately $200,000, and we are issuing a total of approximately 28,500 shares of our common stock to the Note Investors as
an additional origination fee.
Also on March 21, 2022, the Company entered into
a Facility Agreement with Stephen J. Garchik, who is both a current shareholder of the Company and a Note Investor (“Garchik”),
pursuant to which Garchik agreed to provide to the Company a $10.0 million unsecured standby line of credit facility that will rank behind
the Convertible Notes and may be drawn down in several tranches, subject to certain conditions described in the Facility Agreement (the
“Credit Facility”). Pursuant to the Facility Agreement, the Company agreed to pay Garchik a facility commitment fee
of 100,000 shares of our common stock (the “Facility Commitment Fee”) upon the effective date of the Facility Agreement.
On March 18 and March 21, 2022, the Company entered into Subscription
Agreements (the “Subscription Agreements”) with an accredited investor and certain members of authID.ai’s management
team (the “PIPE Investors”), and, pursuant to the Subscription Agreements, sold to the PIPE Investors a total of 1,063,514
shares of our common stock (the “Other Stock”) at prices of $3.03 per share for an outside investor and $3.70 per share
for the management investors... |
| AUID |
2 years, 4 months ago |
7.01 |
Item 7.01
Regulation FD Disclosure.
Financings Press Release
On March 21, 2022, the Company issued a press release about the closing
of the Notes Private Placement, the Credit Facility and the PIPE. The press release is furnished as exhibit 99.3 and incorporated by reference
herein.
Investor Presentation
In connection with confidential discussions and
negotiations with certain parties regarding the Notes Private Placement, the Credit Facility and the PIPE, the Company provided to such
recipients, pursuant to confidentiality agreements, certain information (the “Investor Presentation”) that the Company
agreed to publicly disclose upon the announcement of the Notes Private Placement. The Investor Presentation is furnished as exhibit 99.4
and incorporated by reference herein.
4
Disclaimer
By furnishing the information
contained in this Item 7.01, the Company makes no admission as to the materiality of any information in this Item 7.01 that is required
to be disclosed solely by reason of Regulation FD.
The information contained
in the Investor Presentation is summary information that is intended to be considered in the context of the Company’s SEC filings
and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes
no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as
its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC,
through press releases or through other public disclosure.
The information contained
in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference
in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.... |
| PULM |
2 years, 4 months ago |
7.01 |
Item
7.01 Regulation FD Disclosure.
On
March 21, 2022, Pulmatrix, Inc. (the “Company”) issued a press release, attached hereto as Exhibit 99.1, announcing
positive top-line results of its recently completed Phase 1b clinical study of PUR1800. The Company undertakes no obligation to update,
supplement or amend the materials attached hereto as Exhibit 99.1.
In
accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by
reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended
to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material or that
the dissemination of such information is required by Regulation FD.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number
Description
99.1
Press Release, dated March 21, 2022 (furnished herewith pursuant to Item 7.01)
104
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
PULMATRIX,
INC.
Date:
March 21, 2022
By:
/s/
Teofilo Raad
Teofilo
Raad
Chief
Executive Officer
... |
| CYTR |
2 years, 4 months ago |
7.01 |
Item
7.01. Regulation FD Disclosure.
On
March 21, 2022, CytRx Corporation (the “Company”) issued a press release containing an open letter to its stockholders,
attached hereto as Exhibit 99.1, regarding its recent corporate progress. The Company undertakes no obligation to update, supplement
or amend the materials attached hereto as Exhibit 99.1.
In
accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by
reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended
to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material or that
the dissemination of such information is required by Regulation FD.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number
Description
99.1
Press Release, dated March 21, 2022 (furnished herewith pursuant to Item 7.01)
104
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
CYTRX
CORPORATION
Date:
March 21, 2022
/s/
John Y. Caloz
John
Y. Caloz
Chief
Financial Officer
... |
| SFE |
2 years, 4 months ago |
7.01 |
Item 7.01.
Regulation FD Disclosure.
On March 21, 2022, Safeguard Scientifics, Inc. (the “Company”) issued a press release (the “Press Release”) announcing that its Board of Directors (the “Board”) authorized the Company, from time to time and depending on market conditions, to repurchase shares of the Company’s outstanding common stock having an aggregate value of up to $3 million. These repurchases will be made in open market or privately negotiated transactions pursuant to a plan adopted in compliance with Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The manner, timing and amount of any purchases will be determined by the Company based upon an evaluation of market conditions, stock price and other factors. This authorization does not obligate the Company to acquire any particular amount of common stock and may be modified or suspended at any time, at the Company’s discretion. Further, this authorization also replaces the Company’s $6 million share repurchase plan announced on May 6, 2021, as reported by the Company in its Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2021.
A copy of the Press Release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or incorporated by reference in any filing 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.
(d)
Exhibits.
99.1
104
Press Release of Safeguard Scientifics, Inc. dated March 21, 2022.
Cover Page Interactive Data File (formatted as Inline XBRL).
2
SIGNATURES
Pursuant to the requ... |
| CRON |
2 years, 4 months ago |
7.01 |
Item 7.01. Regulation FD Disclosure.On March 21, 2022, Cronos Group issued a press release announcing the transition described under Item 5.02 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such a filing or document.Item 9.01. Financial Statements and Exhibits.(d) ExhibitsExhibit No.Description10.1Amended and Restated Employment Agreement, dated as of March 21, 2022, between Cronos USA, Cronos Group and Michael Gorenstein.10.2Letter Agreement, dated as of March 21, 2022 between Cronos USA, Cronos Group and Kurt Schmidt.99.1Press Release issued by Cronos Group dated March 21, 2022.104Cover Page Interactive Data FileSIGNATURESPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.CRONOS GROUP INC.Dated: March 21, 2022By:/s/ Jim RudykName: Jim RudykTitle: Lead Independent Director
... |
| VST |
2 years, 4 months ago |
7.01 |
Item 7.01
Regulation FD Disclosure On March 21, 2022, the Company issued a press release regarding these matters, a copy of which is furnished herewith as Exhibit 99.1. The information in this Item 7.01 and in the press release is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of Section 18, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as set forth by specific reference in such filing.
Item 9.01.
Financial Statements and Exhibits. (d) Exhibits.
Exhibit No.
Description
10.1
Transition and Advisory Agreement, dated as of March 20, 2022, between Curtis A. Morgan and Vistra Corp.
10.2
Second Amended and Restated Employment Agreement, dated as of March 20, 2022, between James A. Burke and Vistra Corp.
99.1
Press Release dated March 21, 2022.
104
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SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Vistra Corp.
Dated: March 21, 2022
/s/ Yuki Whitmire
Name:
Yuki Whitmire
Title:
Vice President, Associate General Counsel, and Corporate Secretary
... |
| PRVB |
2 years, 4 months ago |
7.01 |
Item
7.01
Regulation
FD Disclosure.
On
March 21, 2022, Provention Bio, Inc. (the “Company”) issued a press release related to its Biologics License Application
(“BLA”) resubmission for teplizumab and the U.S. Food & Drug Administration’s (“FDA”) communication
to the Company that the FDA (i) considers this a complete, class 2 response to FDA’s July 2, 2021 action letter and (ii) has assigned
a user fee goal date of August 17, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
The
information in this report furnished pursuant to Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities
Act of 1933, as amended, if such subsequent filing specifically references the information furnished pursuant to Item 7.01 of this report.
Item
8.01
Other
Events
The
Company announced the FDA communication to the Company related to its BLA resubmission for teplizumab stating that the FDA (i) considers
this a complete, class 2 response to FDA’s July 2, 2021 action letter and (ii) has assigned a user fee goal date of August 17,
2022.
Item
9.01
Financial
Statements and Exhibits.
(d)
The following exhibit is furnished with this report:
Exhibit
No.
Description
99.1
Press
Release issued by Provention Bio, Inc. on March 21, 2022
104
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its... |
| SPOK |
2 years, 4 months ago |
1.01 |
Item 1.01.Entry into a Material Definitive Agreement.
On March 20, 2022, Spok Holdings, Inc., a Delaware corporation
(the “Company”), entered into a voting and standstill agreement with Braeside Investments, LLC, a Delaware limited liability
company, Braeside Capital, L.P., a Texas limited partnership, and Braeside Capital II, L.P., a Texas limited partnership (collectively,
“Braeside” and, such agreement, the “Agreement”).
The Agreement provides, among other things, that:
•The Nominating and Governance Committee of the Board of Directors of the Company (the “Board”) and the Board will take
all necessary action to reduce the size of the Board to six directors, consisting of Bobbie Byrne, Christine Cournoyer, Randy Hyun, Vincent
Kelly, Brett Shockley and Todd Stein, effective as of immediately prior to the opening of the polls on the election of directors at the
Company’s 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”) and announce the foregoing no later than March 23,
2022, and will also recommend the re-election of Todd Stein to the Board at the 2022 Annual Meeting.
•Braeside agrees to vote all of the shares of the Company’s
common stock (the “Common Stock”) beneficially owned by Braeside on the record date for the 2022 Annual Meeting (i) in
favor of all persons nominated by the Board to serve as directors of the Company and against any stockholder nominated candidate not endorsed
by the Board, (ii) to ratify the appointment of the Company’s independent registered public accounting firm and (iii) in
accordance with the Board’s recommendation with respect to the Company’s “say-on-pay” proposal.
•Braeside agrees to certain customary standstill provisions, effective from the date of the Agreement until the date that is one day
after the date of the 2022 Annual Meeting (the “Standstill Period”). The standstill provisions generally prohibit Braeside
from taking specified actions with respect to the Company and its securities, inclu... |
| SPOK |
2 years, 4 months ago |
7.01 |
Item 7.01.Regulation FD Disclosure.
On March 21, 2022, the Company issued a press release announcing
that the Board reduced its size to six members and its entry into the Agreement. A copy of the press release is attached hereto as Exhibit 99.1
and incorporated herein by reference.
The information in this Item 7.01 of this Current Report on Form 8-K,
including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated
by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such filing.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
Description
10.1
Voting and Standstill Agreement, dated March 20, 2022, by and between Spok Holdings, Inc., Braeside Investments, LLC, Braeside Capital, L.P. and Braeside Capital II, L.P.
99.1
Press Release dated March 21, 2022
104
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Spok Holdings, Inc.
Date: March 21, 2022
By:
/s/ Michael W. Wallace
Name:
Michael W. Wallace
Title:
Chief Operating Officer and Chief Financial Officer
... |
| TNXP |
2 years, 4 months ago |
7.01 |
Item 7.01
Regulation FD Disclosure.
On March 21, 2022, Tonix Pharmaceuticals
Holding Corp. (the “Company”) issued a press release announcing that its TNX-102 SL (cyclobenzaprine HCl sublingual tablets)
product candidate did not achieve statistical significance over placebo (p=0.115) on the primary endpoint of reduction in daily
pain reduction of fibromyalgia (“FM”) in the Phase 3 RALLY study. A copy of the press release which discusses this matter
is furnished hereto as Exhibit 99.01, and incorporated herein by reference.
The information in this Item 7.01
of this Current Report on Form 8-K, including Exhibit 99.01 attached hereto, shall not be deemed “filed” for purposes
of Section 18 of the United States Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities
of that section, nor shall they be deemed incorporated by reference in any filing under the United States Securities Act of 1933 or the
Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01.Other Events.
On March 21, 2022, the Company
issued a press release announcing release that, as expected based on interim analysis results reported in July 2021, TNX-102 SL did not achieve statistical significance
over placebo (p=0.115) on the primary endpoint of reduction in daily pain reduction of FM in the Phase 3 RALLY study. The positive
outcome of the earlier phase 3 RELIEF study for TNX-102 SL stands in contrast to the outcome in the RALLY study. The Company believes
the difference between these study results may be driven in large part by a 79% increase in adverse event-related participant discontinuations
in the drug treatment group in RALLY as compared to RELIEF. Similarly, a 77% increase of adverse event-related participant discontinuations
was observed in the placebo group in RALLY as compared to RELIEF. (Table 1)
Table 1. Increases in AE-Related Discontinuations in RALLY Compared with RELIEF ... |
| GES |
2 years, 4 months ago |
7.01 |
Item 7.01. Regulation FD Disclosure.On March 21, 2022, the Company issued a press release announcing the entry into the ASR Contract. A copy of the press release is attached as Exhibit 99.1 hereto and is hereby incorporated by reference in its entirety. The information in this Item 7.01 and the attached Exhibit 99.1 to this Current Report on Form 8-K is being furnished (not filed) pursuant to Regulation FD.Item 9.01. Financial Statements and Exhibits.(d) Exhibits.Exhibit No.Description10.1Accelerated Share Repurchase Agreement between the Company and Barclays Bank PLC, dated March 18, 202299.1Press Release of Guess?, Inc. dated March 21, 2022104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document2SIGNATURESPursuant to the requirements of the Securities Exchange Act of 1934, Guess?, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.Dated: March 21, 2022GUESS?, INC.By:/s/ Carlos AlberiniCarlos AlberiniChief Executive Officer3
... |
| GES |
2 years, 4 months ago |
1.01 |
Item 1.01. Entry into a Material Definitive Agreement.On March 18, 2022, pursuant to existing stock repurchase authorizations, GUESS?, Inc. (the “Company”) entered into an accelerated share repurchase agreement (the “ASR Contract”) with Barclays Bank PLC (in such capacity, the “ASR Counterparty”), to repurchase an aggregate of $175.0 million of the Company’s common stock. Under the ASR Contract, the Company will make a payment of $175.0 million to the ASR Counterparty and will receive an initial delivery of shares of its common stock on March 21, 2022, representing approximately 40% of the total shares that are expected to be repurchased under the ASR, such expected number of shares being equal to the payment divided by the closing price of the Company’s common stock on March 18, 2022. The exact number of shares the Company will repurchase under the ASR Contract will be based generally upon the average daily volume weighted average price of the common stock during the repurchase period, less a discount. At settlement, under certain circumstances, the ASR Counterparty may be required to deliver additional shares of common stock to the Company, or under certain circumstances, the Company may be required either to deliver shares of common stock or to make a cash payment to the ASR Counterparty. Final settlement of the transactions under the ASR Contract is expected to occur by the end of the third quarter of 2022. The terms of the ASR Contract are subject to adjustment, including, but not limited to, adjustments arising if the Company enters into or announces certain types of transactions or takes certain corporate actions. The ASR Contract contains the principal terms and provisions governing the accelerated share repurchases, including, but not limited to, the mechanism used to determine the number of shares that will be delivered, the required timing of delivery of the shares, the circumstances under which the ASR Counterparty is permitted to make adjustments to val... |
| ICD |
2 years, 4 months ago |
1.01 |
Item 1.01
Entry into a Material Definitive Agreement
Subscription Agreement
On March 18, 2022, Independence
Contract Drilling, Inc. (the “Company” or “ICD”) entered into a subscription agreement with affiliates of MSD
Partners, L.P. and an affiliate of Glendon Capital Management L.P. (the “Subscription Agreement”) for the placement of $157.5
million aggregate principal amount of convertible secured PIK toggle notes due 2026 (the “Notes”). The Notes are being issued
pursuant to an Indenture, dated as of March 18, 2022 (the “Indenture”), with U.S. Bank Trust Company, National Association
as trustee and collateral agent. Closing of the private placement of the Notes will occur on March 18, 2022 (the “Issue Date”).
Proceeds from the private placement of the Notes will be used to repay all of the Company’s outstanding indebtedness under its term
loan credit agreement, to repay obligations under its mechanical rigs net proceeds to prior equity holders of Sidewinder Drilling LLC,
and for working capital purposes.
The foregoing summary description
of the Subscription Agreement and the transactions contemplated thereby is subject to and qualified in its entirety by reference to the
Subscription Agreement, a copy of which is attached hereto as Exhibit 10.1 and the terms of which are incorporated herein by reference.
Indenture and Notes
Maturity Date
The Notes will mature on March
18, 2026.
Interest
The Notes have a cash interest
rate of the Secured Overnight Financing Rate plus a 10 basis point credit spread (collectively, “SOFR”) plus 12.5%. The Notes
have an initial PIK interest rate of SOFR plus 14.0%. As described below, the PIK interest rate is subject to a decrease to SOFR plus
9.5% in connection with certain matters subject to stockholder approval. In the absence of receipt of such stockholder approval, the Company
will be entitled to pay interest in additional PIK notes for a period of 18 months. Following such stockholder appr... |
| ICD |
2 years, 4 months ago |
7.01 |
Item 7.01
Regulation FD Disclosure
Press Release Announcing
Entry in the Subscription Agreement
On March 18, 2022, the Company
issued a press release announcing that the Company had entered into the Subscription Agreement disclosed under the heading “Subscription
Agreement” in Item 1.01 hereof. A copy of this press release is furnished as Exhibit 99.1 and incorporated herein by reference.
The Company also presented
an investor presentation in connection with the private placement of the Notes. A copy of this investor presentation is furnished as Exhibit
99.2 and incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits
10.1*Subscription Agreement, dated as of March 18, 2022, by and among Independence Contract Drilling, Inc.,
MSD PCOF Partners LXXIII, LLC, MSD Private Credit Opportunity (NON-ECI) Fund, LLC, MSD Credit Opportunity Master Fund, L.P. and Glendon
Opportunities Fund II, L.P.
10.2*Indenture, dated as of March 18, 2022, by and among Independence Contract Drilling, Inc., U.S. Bank Trust
Company, National Association, as trustee and collateral agent, and Sidewinder Drilling LLC, as guarantor
10.3*Form of Note (included as Exhibit A to the Indenture)
10.4*Investor’s Rights Agreement, dated as of March 18, 2022, by and among Independence Contract Drilling,
Inc. and MSD Partners, L.P.
10.5*Investor’s Rights Agreement, dated as of March 18, 2022, by and among Independence Contract Drilling,
Inc. and Glendon Capital Management L.P.
10.6*Voting and Support Agreement, dated as of March 18, 2022, by and among Independence Contract Drilling,
Inc., MSD Partners, L.P., MSD PCOF Partners LXXIII, LLC, MSD Private Credit Opportunity (NON-ECI) Fund, LLC, MSD Credit Opportunity Master
Fund, L.P., Glendon Capital Management L.P., Glendon Opportunities Fund II, L.P., William Monroe and the directors and officers of Independence
Contract Drilling, Inc. named there... |
| PW |
2 years, 4 months ago |
7.01 |
Item
7.01 Regulation FD Disclosure.
On
March 2, 2022, the Trust issued a press release regarding amending the Lease.
A copy of the press release is attached hereto as Exhibit 99.1. The information contained in Item 7.01 of this report, including Exhibit
99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any
filing of the Trust, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Description
of Exhibit
10.1
NorthEast Kind Assets LLC Lease Amendment
99.1
Power REIT Press Release issued on March 21, 2022
104
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Forward-Looking
Statements
Some
of the information in this press release contains forward-looking statements and 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. When used in this press release, words such
as “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,”
“intend,” “should,” “may,” “target,” or similar expressions, are intended to identify
such forward-looking statements. Forward-looking statements are subject to significant risks and uncertainties. Investors are cautioned
against placing undue reliance on such statements. Actual results may differ materially from those set forth in the forward-looking statements.
Factors that could cause actual results to differ materially from those described in the forward-looking statements include those discussed
under the caption “Risk Factors” included in... |
| PW |
2 years, 4 months ago |
1.01 |
Item
1.01. Entry into a Material Definitive Agreement.
On
March 1, 2022, Power REIT (“Power REIT” or the “Trust”), through a wholly owned subsidiary of the Trust (“PropCo”),
amended its existing lease (the “Lease”) with NorthEast Kind Assets LLC. Pursuant to the lease amendment, PropCo is providing
funding for additional improvements to the Property on the same economic terms as the original Lease. Power REIT’s capital commitment
related to the additional budget items is approximately $3,500,000 which increases the straight-line annual rent by approximately $654,000.
The
foregoing descriptions of the lease amendment does not purport to be complete and are qualified in its entirety by reference to the complete
text of the Lease, a copy of which is attached hereto as Exhibit 10.1 and is incorporated into this Current Report on Form 8-K by reference.
Item
7.01 Regulation FD Disclosure.
On
March 2, 2022, the Trust issued a press release regarding amending the Lease.
A copy of the press release is attached hereto as Exhibit 99.1. The information contained in Item 7.01 of this report, including Exhibit
99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any
filing of the Trust, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Description
of Exhibit
10.1
NorthEast Kind Assets LLC Lease Amendment
99.1
Power REIT Press Release issued on March 21, 2022
104
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Forward-Looking
Statements
Some
of the information... |
| VINO |
2 years, 4 months ago |
1.01 |
Item
1.01 Entry into a Material Definitive Agreement
On
February 28, 2022, Gaucho Group Holdings, Inc. (the “Company,” “we,” “us” or “our”),
a current 79% shareholder of Gaucho Group, Inc., a Delaware corporation and private company (“GGI”) offered to purchase up
to 5,266,509 shares of common stock of GGI (the “GGI Shares”) in exchange for an aggregate of 1,042,875 shares of common
stock of the Company (the “Company Shares”), upon the terms and subject to the conditions set forth in the Offer to Purchase
and in the related Share Exchange and Subscription Agreement (the “Subscription Agreement”) (which, together with the Offer
to Purchase, each as may be amended or supplemented from time to time, collectively constitute the “GGI Transaction”).
The
offering period is from February 28, 2022 through 5:00 pm Eastern Time on March 28, 2022 (the “Expiration Date”). Each one
GGI Share tendered pursuant to the GGI Transaction will be exchanged for 0.198 shares of common stock of the Company, to be issued promptly
after the Expiration Date. The GGI Transaction is not conditioned upon a minimum aggregate number of GGI Shares being tendered for exchange.
The
Company currently owns 20,000,000 GGI Shares, representing approximately 79% of the GGI Shares, and the Company management believes it
to be in the best interests of the Company to purchase the remaining 21% of the GGI Shares in order to eliminate the administrative time
and cost of reporting a minority interest, and because approximately 95% of the GGI stockholders are also stockholders of the Company.
The
Company’s CEO, Scott Mathis, is CEO, Chairman of the Board, and a stockholder of GGI. Additionally, the Company’s current
CFO, Maria Echevarria, is CFO of GGI; the Company’s current directors, Peter Lawrence and Steven Moel, are directors of GGI; and
the Company’s current directors, Reuben Cannon and Marc Dumont, own nominal interests in GGI. All directors of GGI are directors
of the Company. As a result ... |
| PLAN |
2 years, 4 months ago |
1.01 |
Item 1.01
Entry into a Material Definitive Agreement. On March 20, 2022, Anaplan, Inc., a Delaware corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Alpine Parent, LLC, a Delaware limited liability company (“Parent”), and Alpine Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), providing for, subject to the terms and conditions set forth in the Merger Agreement, the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of investment funds advised by Thoma Bravo, L.P. The Merger Agreement and the transactions contemplated thereby, including the Merger, were approved unanimously by the Company’s Board of Directors (the “Board”). Capitalized terms not otherwise defined herein have the meaning set forth in the Merger Agreement. Under the terms of the Merger Agreement, at the Effective Time of the Merger, each share of common stock, par value $0.0001 per share, of the Company (“Company Shares”) issued and outstanding as of immediately prior to the Effective Time (other than Dissenting Company Shares, shares held in the treasury of the Company or shares owned by Parent or Merger Sub) will be cancelled and automatically converted into the right to receive an amount in cash, without interest, equal to $66.00, net of applicable withholding taxes and without interest thereon (the “Merger Consideration”). Vested and unvested Company stock options will generally be cancelled at the Effective Time and converted into the right to receive an amount in cash equal to (i) the excess, if any, of the Merger Consideration over the applicable exercise price of such stock option multiplied by (ii) the number of Company Shares subject to such stock option (less applicable deductions and withholdings), with the unvested Company Stock Options being subject to the Optio... |
| MUR |
2 years, 4 months ago |
7.01 |
Item 7.01.Regulation FD Disclosure.
Beginning March
21, 2022, members of management of Murphy Oil Corporation (the “Company”), including Roger W. Jenkins, President and Chief
Executive Officer, Eric Hambly, Executive Vice President, Operations, Tom Mireles, Senior Vice President, Technical Services, and Kelly
Whitley, Vice President of Investor Relations and Communications, will meet with certain investors, including in connection with the
Company’s participation at the Scotia Howard Weil Energy Conference on March 22, 2022. Attached hereto as Exhibit 99.1 is a copy
of the presentation prepared by the Company in connection therewith.
The information
in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that Section,
and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933,
as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
This Current Report
on Form 8-K, including the information furnished pursuant to Item 7.01 and the related Item 9.01 hereto, contains forward-looking statements
as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management’s current views
concerning future events or results, are subject to inherent risks and uncertainties. Forward-looking statements are generally identified
through the inclusion of words such as “aim,” “anticipate,” “believe,” “drive,” “estimate,”
“expect,” “expressed confidence,” “forecast,” “future,” “goal,” “guidance,”
“intend,” “may,” “objective,” “outlook,” “plan,” “position,”
“potential,” “project,” “seek,” “should,” “strategy,” “target,”
“will” or variations of such words and other similar expressions. These statements, which express management’s current
views concerning futur... |
| AXDX |
2 years, 4 months ago |
1.01 |
Item 1.01.Entry into a Material Definitive Agreement.
On March 20, 2022, Accelerate Diagnostics, Inc.
(the “Company”) entered into a privately negotiated exchange agreement (the “Exchange Agreement”) with a holder
of the Company’s 2.50% Convertible Senior Notes due 2023 (the “Notes”). Under the terms of the Exchange Agreement, the
noteholder has agreed to exchange with the Company $14 million in aggregate principal amount of Notes held by it in eight equal tranches
as follows for each tranche: (a) 39,620 shares of the Company’s common stock, which is equal to 22.64 shares per $1,000 principal
amount of Notes exchanged, plus (b) an additional number of shares of the Company’s common stock per $1,000 principal amount of
Notes exchanged equal to the sum, for each of the trading days during a separate agreed upon refence period for each tranche commencing
on March 21, 2022 for the first tranche, of the quotient of (i) $155.67 divided by (ii) the daily volume-weighted average price for such
trading day (collectively, the “Exchange Shares”).
The closing of the exchange transaction is expected
to occur in eight tranches, subject to certain cutback provisions and the satisfaction of customary closing conditions, with the
first closing expected to occur on or about March 29, 2022.
The issuance of the Exchange Shares under the Exchange
Agreement is being made in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended
(the “Securities Act”). The Exchange Shares will be issued to a holder that qualifies as a “qualified institutional
buyer” (as such term is defined in Rule 144A of the Securities Act) and an institutional “accredited investor” (as such
term is defined in Rule 501 of the Securities Act).
The foregoing description of the Exchange Agreement
is not complete and is qualified in its entirety by reference to the full text of the form of Exchange Agreement, which is filed as Exhibit
10.3 to the Com... |
| PXD |
2 years, 4 months ago |
7.01 |
Item 7.01
Regulation FD Disclosure On March 21, 2022, Pioneer Natural Resources Company (the “Company”) will post an Investor Presentation titled “Investor Presentation - March 2022” on the Company’s website, www.pxd.com. A copy of the presentation can be reviewed at the website by first selecting “Investors,” then “Investor Presentations.”
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PIONEER NATURAL RESOURCES COMPANY
By:
/s/ Margaret M. Montemayor
Margaret M. Montemayor
Vice President and Chief Accounting Officer
Date:
March 21, 2022
... |
| VCKAU |
2 years, 4 months ago |
7.01 |
Item 7.01 Regulation FD Disclosure
On March 17, 2022, VCKA and
Scilex issued a joint press release announcing the execution the Merger Agreement.
On March 18, 2022, Scilex issued a press release and posted a presentation
on its website regarding its business, which included information regarding the Merger Agreement between Scilex and VCKA for a proposed
business combination between the parties. A copy of the press release is furnished herewith as Exhibit 99.2 to this Current Report on
Form 8-K and a copy of the presentation is furnished herewith as Exhibit 99.3 to this Current Report on Form 8-K.
The information contained
in this Item 7.01 and Exhibit 99.1, Exhibit 99.2, and Exhibit 99.3 furnished as part of Item 9.01 of this Current Report on Form 8-K is
being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference to such filing.
5
Important Information and Where To Find It
In connection with the Merger
Agreement and transactions contemplated thereby, VCKA intends to file relevant materials with the SEC, including a Registration Statement
on Form S-4, which will include a preliminary proxy statement/prospectus and a definitive proxy statement/prospectus. Promptly after filing
its definitive proxy statement with the SEC, VCKA will mail the definitive proxy statement and a proxy card to each stockholder entitled
to vote at the Special Meeting relating to the transaction. INVESTORS AND STOCKHOLDERS OF VCKA ARE URGED TO READ THESE MATERIALS (INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT V... |
| VCKAU |
2 years, 4 months ago |
1.01 |
Item 1.01 Entry into a Material Definitive
Agreement
Merger Agreement
On March 17, 2022, Vickers Vantage Corp. I., a Cayman Islands exempted
company (“VCKA” or “Parent”), entered into an agreement and plan of merger (the “Merger
Agreement”) by and among Scilex Holding Company (“Scilex”),
a majority-owned subsidiary of Sorrento Therapeutics, Inc. (Nasdaq: SRNE) (“Sorrento”), VCKA, and Vantage Merger Sub
Inc., a Delaware corporation and a wholly owned subsidiary of VCKA (“Merger Sub”). Parent and Merger Sub are sometimes
referred to collectively as the “Parent Parties.” Pursuant to the Merger Agreement, VCKA will, prior to the closing
of the Merger (as defined herein), migrate to and domesticate as a Delaware corporation in accordance with Section 388 of the Delaware
General Corporation Law, as amended and the Cayman Islands Companies Law (the “Domestication”). Thereafter, a business
combination between VCKA and Scilex will be effected through the merger of Merger Sub with and into Scilex with Scilex surviving the merger
as a wholly owned subsidiary of VCKA (the “Merger”). Upon the closing of the Merger (the “Closing”),
it is anticipated that VCKA will change its name to “Scilex Holding Company”. The board of directors of VCKA has (i) approved
and declared advisable the Merger Agreement, the Additional Agreements (as defined in the Merger Agreement) and the transactions contemplated
thereby and (ii) resolved to recommend approval of the Merger Agreement and related transactions by the shareholders of VCKA.
The Merger is expected to be consummated by the third quarter of 2022,
following the receipt of the required approval by the shareholders of VCKA and Scilex and the satisfaction of certain other customary
closing conditions.
Merger Consideration; Treatment of Scilex Securities
The total consideration to be paid at Closing (the “Merger Consideration”)
by VCKA to Scilex stockholders will be an amount equal to the quotient of (a) the sum of (i) $1,50... |
| ENRT |
2 years, 4 months ago |
7.01 |
Item 7.01
Regulation FD Disclosure
On March 16, 2022, Enertopia Corp. issued a news release, attached as Exhibit 99.1, providing an update on the upcoming special meeting of shareholders regarding the Clayton Valley asset sale.
Item 9.01
Financial Statements and Exhibits
99.1
Press Release dated March 16, 2022
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ENERTOPIA CORP.
/s/ Robert McAllister
Robert McAllister
President and Director
March 18, 2022
... |
| DUK |
2 years, 4 months ago |
1.01 |
Item 1.01. Entry into a Material Definitive Agreement.
On March 18, 2022, Duke Energy Corporation (the “Corporation”)
and its subsidiaries, Duke Energy Carolinas, LLC, Duke Energy Florida, LLC, Duke Energy Indiana, LLC, Duke Energy Kentucky, Inc., Duke
Energy Ohio, Inc., Duke Energy Progress, LLC, and Piedmont Natural Gas Company, Inc, entered into an Amended and Restated Credit Agreement
(the “Amended and Restated Credit Agreement”), among the Corporation and each of such subsidiaries, as Borrowers, the lenders
listed therein, Wells Fargo Bank, National Association, as Administrative Agent and Swingline Lender and Wells Fargo Securities, LLC,
as Joint Lead Arranger, Joint Bookrunner and Sustainability Structuring Agent in the amount of $9,000,000,000. The Amended and Restated
Credit Agreement amends and restates the $8,000,000,000 Credit Agreement, originally dated as of November 18, 2011 and as amended on December
18, 2013, January 30, 2015, March 16, 2017, March 18, 2019 and March 16, 2022. The credit facility was originally described and filed
in the Corporation’s Form 8-K dated November 25, 2011. The Amended and Restated Credit Agreement was entered into primarily to (i)
increase the amount of the credit facility from $8,000,000,000 to $9,000,000,000 and (ii) extend the termination date of the credit facility
from March 16, 2025 to March 18, 2027. As of March 18, 2022, the Corporation had approximately $6.35 billion available for borrowing under
the credit facility, after accounting for outstanding commercial paper, letters of credit and other credit support provided by this facility.
The disclosure in this Item 1.01 is qualified in its entirety by the
provisions of the amendment to the Credit Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
10.1
Amended and Restated Credit Agreement, da... |
| XDSL |
2 years, 4 months ago |
1.01 |
Item
1.01
Entry
into a Material Definitive Agreement.
On
March 14, 2022, mPhase Technologies, Inc. (the “Company”) received from Anshu Bhatnagar, the Company’s Chief
Executive Officer (the “Lender”), a loan in the principal amount of $450,000, made pursuant to a Demand
Promissory Note (the “Note”) made in favor of Mr. Bhatnagar. Pursuant to the Note, the Company is obligated to pay on
demand principal and interest, with interest on the unpaid principal balance at the rate of 6% per annum, and a default
interest rate of 18% per annum applicable for amounts unpaid and owing more than 30 days following notice for demand of repayment.
In the event of a underwritten offering by the Company pursuant to which the Company receives aggregate gross proceeds of at least
$5,000,000 in consideration of the purchase of its common stock and (b) the common stock of the Company becomes listed on senior
securities exchange, upon the option of the Lender, the amounts owed pursuant to the Note will be converted into shares of the
Company’s common stock at the price per share equal to the price per share at which the Company’s common stock is sold
in such offering.
Item
1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the Note, and does not purport to
be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety
by reference to the full text of the Form of the Note, which is attached as Exhibits 4.1 to this Current Report on Form 8-K, and is incorporated
herein by reference.
Item
2.03
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 3.02
Unregistered
Sales of Equity Securities
The
inf... |
| PHUN |
2 years, 4 months ago |
1.01 |
Item 1.01 Entry Into a Material Definitive Agreement.On March 15, 2022, Phunware, Inc. (the “Company”, "we," "us," or "our") entered into a lease agreement (the "Lease") with Jonsson ATX Warehouse, LLC (the "Landlord"). Pursuant to the terms of the Lease, we will lease approximately 21,830 square feet at 1990 Steam Way in Round Rock, Texas (the "Premise") for a term of five years, which we intend to use as manufacturing and warehouse space for our Lyte computer division. The term of the Lease commences on the earliest of (a) the date we occupy any portion of the Premise and begin conducting business therein, (b) the date on which construction is substantially completed in the building (as defined in the construction addendum) or (c) the date the Landlord would have achieved substantial completion of construction of the building but for a delay caused by us (as defined in the construction addendum). The Lease provides for initial base rent payments of approximately $27,000 per month, subject to escalations contained therein. In addition, we will be responsible for payments equal to our proportionate share of operating expenses, which is currently estimated to be approximately $7,000 per month, subject to adjustment to actual costs and expense according to provisions of the Lease.The foregoing summary of the Lease does not purport to be complete and is qualified in its entirety by reference to the Lease, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.Information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03 to the extent required.Item 9.01 Financial Statements and Exhibits.(d) Exhibits.Exhibit No.Exhibit Title10.1*Lease Agreement by and between Phunware, Inc. and Jonsson ATX Warehouse, LLC dated February 15, 2022.104Cover... |
| CUII |
2 years, 4 months ago |
1.01 |
Item 1.01 Entry into a Material Definitive Agreement.
On March 15, 2022, Action Holdings Financial Limited
(“AHFL”), a British Virgin Islands company and wholly-owned subsidiary of China United Insurance Service, Inc. (the “Company”
or “CUIS”), entered into Amendment 4 (“Amendment 4”) to the Strategic Alliance Agreement (the “Alliance
Agreement”) with AIA International Limited Taiwan Branch (“AIATW”) to further revise certain provisions in the Alliance
Agreement and the previous amendments to the Alliance Agreement.
On June 10, 2013, AHFL entered into the Alliance
Agreement with AIATW, which was later amended by three amendments thereto (the “Former Amendments”). In accordance with the
Alliance Agreement and Former Amendments, AHFL and other insurance agency companies or insurance brokerage companies affiliated with AHFL
or CUIS have been promoting life insurance products provided by AIATW within the territory of Taiwan and received execution fees from
AIATW subject to certain terms and conditions set forth therein, including reaching certain performance targets and threshold 13-month
persistency ratios. In accordance with the Alliance Agreement and Former Amendments, the execution fees may be recalculated if certain
performance targets are not met by AHFL. The original term of the Alliance Agreement is from April 15, 2013 to August 31, 2018, which
was extended to December 31, 2021 by one of the Former Amendments.
On March 15, 2022, AHFL entered into Amendment
4, which, among other things, extended the expiration date of the Alliance Agreement to December 31, 2031. Pursuant to Amendment 4, the
sales targets for the remaining contract term under the Alliance Agreement shall be changed by reference to (i) the amount of the value
of new business (“VONB”) and (ii) the 13-month persistency ratio as set forth therein, provided that to the extent any underlying
insurance contract is revoked, invalidated or terminated and premiums are refunded to such policyhold... |
| DFFN |
2 years, 4 months ago |
1.01 |
Item 1.01 Entry into a Material Definitive Agreement.
Private Placement
On March 18, 2022, Diffusion Pharmaceuticals Inc., a Delaware corporation (the “Company,” “we,” or “us”), entered into Subscription Agreements (each a “Subscription Agreement”) with Robert J. Cobuzzi, Jr., Ph.D., its President & Chief Executive Officer, and William R. Elder, its General Counsel & Corporate Secretary, both of whom are accredited investors, pursuant to which the Company agreed to issue and sell in a private placement (the “Offering”), 10,000 shares of the Company’s newly-created Series C Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”), at an offering price of $0.50 per share, representing 100% of the stated value per share of the Series C Preferred Stock, for aggregate gross proceeds of approximately $5,000, which will be used for general corporate purposes. The shares of Series C Preferred Stock are convertible into 10,000 shares of common stock (subject, in certain circumstances, to customary adjustments) at a conversion price of $0.50 per share, representing a premium of approximately 93% over the closing price of our common stock reported by Nasdaq on March 17, 2022. The Subscription Agreement also contains customary representations, warranties, and conditions. The closing of the Offering is expected to occur on March 18, 2022.
New Special Meeting
Also on March 18, 2022, the Company’s board of directors (the “Board”) cancelled its previously announced special meeting of stockholders previously scheduled for 9:00 a.m. (Eastern Time) on April 14, 2022 (the “Old Special Meeting”) as described in more detail in its definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 28, 2022.
The Company intends to call a new special meeting of stockholders (the “New Special Meeting”) at which we will seek stockholder approval of an amendment (the “Amendment”) to th... |
| RIOT |
2 years, 4 months ago |
7.01 |
Item 7.01 – Regulation FD Disclosure.
On March 18, 2022, the Company released an investor
presentation, dated as of March 17, 2022, (the “Investor Presentation”) which includes updates regarding Riot’s financial
position, business, and operations. A copy the Investor Presentation is attached hereto as Exhibit 99.2 and is also available on the “Investors”
page of our website, www.riotblockchain.com/investors, under the “Company Info – Presentations” tab.
The information furnished pursuant to Items 2.02 and
7.01 of this Current Report on Form 8-K (this “Report”), including the Press Release attached as Exhibit 99.1 hereto and the
Investor Presentation attached as Exhibit 99.2 hereto, shall not be deemed to be “filed” for the purposes of Section 18 of
the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall
not be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the
Exchange Act, except as expressly set forth by specific reference in such a filing.
Cautionary Note Regarding Forward-Looking
Statements
Statements in this Report, including those made
in the Press Release attached as Exhibit 99.1 and the Investor Presentation attached as Exhibit 99.2 to this Report, that are not
statements of historical fact may be forward-looking statements that reflect management’s current expectations, assumptions
and estimates of future performance and economic conditions. Such statements are made in reliance on the safe harbor provisions of
Section 27A of the Securities Act and Section 21E of the Exchange Act. Words such as “anticipates,”
“believes,” “plans,” “expects,” “intends,” “will,”
“potential,” “hope” and similar expressions are intended to identify forward-looking statements. The
assumptions and expectations expressed in these forward-looking statements are subject to various risks and uncertainties and,
therefore, may never materia... |
| SO |
2 years, 4 months ago |
7.01 |
Item 7.01 Regulation FD Disclosure.On March 11, 2022, the U.S. District Court for the Northern District of Georgia (the “Court”) entered an order preliminarily approving a settlement and providing for notice of the settlement to stockholders of The Southern Company (the “Company”) in (i) the consolidated federal derivative action styled In re Southern Company Shareholder Derivative Litigation, No. 1:17-cv-00725-MHC (N.D. Ga.) (the “Federal Action”) and (ii) the derivative action styled Helen E. Piper Survivor’s Trust, derivatively on behalf of The Southern Company v. Thomas A. Fanning et al., No. 17-A-04758-10, Superior Court of Gwinnett County, State of Georgia (the “State Action”). The proposed settlement consists of an aggregate payment of $4,510,000 in attorneys’ fees and expenses to the stockholders’ counsel—to be paid entirely by the Company’s insurers—and adoption of various corporate governance reforms by the Company. The terms of the proposed settlement, the corporate governance reforms and the Federal Action fee and expense amount are subject to final approval by the Court. A settlement hearing is scheduled for June 1, 2022 at 9:30 a.m. Upon approval by the Court, counsel for plaintiffs in the State Action will petition the Superior Court of Gwinnett County, State of Georgia for approval of the State Action fee and expense amount. As required by the Court’s order, the Company is hereby furnishing the Notice of Proposed Settlement and the Amended Stipulation and Agreement of Settlement as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K. The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibits 99.1 and 99.2) shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the E... |
| BRT |
2 years, 4 months ago |
1.01 |
Item 1.01.
Entry into a Material Definitive Agreement.
On March 18, 2022, we entered into separate Equity Distribution Agreements (each, a “Sales Agreement” and collectively,
the “Sales Agreements”) with the Sales Agents (as defined), to sell shares of our common stock, par value $0.01 per share, (the “Shares”) having an aggregate sales price of up to $40 million, from time to time, through an “at the market offering”
program under which B. Riley Securities, Inc., JMP Securities LLC and Raymond James & Associates, Inc., will each act as sales agent (each, a “Sales Agent” and collectively, the “Sales Agents”). The sales, if any, of the Shares made under
the Sales Agreements will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended.
The Sales Agreements provide that each Sales Agent will receive from us a commission for its services in acting as
sales agent of up to 2.0% of the gross sales price per share of all Shares sold through it as Sales Agent under the applicable Sales Agreement. The Sales Agents are also entitled to reimbursement of their reasonable expenses in an aggregate
amount not to exceed $35,000. We are not obligated to sell any of the Shares under the Sales Agreement and may at any time suspend solicitation and offers thereunder. The offering of Shares pursuant to any of the Sales Agreements will terminate
on the earlier of (1) the sale, pursuant to the Sales Agreements, of Shares having an aggregate offering price of $40 million and (2) the termination of the applicable Sales Agreement by either us or the Sales Agents as permitted therein.
The Shares will be issued pursuant to our shelf registration statement on Form S-3 (File No. 333-233555). Concurrently
h... |
| PIXY |
2 years, 4 months ago |
7.01 |
Item 7.01.
Regulation FD Disclosure.
On March 18, 2022, the ShiftPixy,
Inc. issued a press release announcing the withdrawal of registration statements on Form S-1 previously filed with the Securities and
Exchange Commission relating to three special purpose acquisition companies for which its wholly owned subsidiary, ShiftPixy Investments,
Inc., had previously been identified as the sponsor: Vital Human Capital, Inc.; TechStackery, Inc.; and Firemark Global Capital, Inc.
A copy of the press release is attached hereto as Exhibit 99.1.
The information furnished
in this Item 7.01, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference into any filings 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.
... |
| ITOX |
2 years, 4 months ago |
1.01 |
Item 1.01
Entry into a Material Definitive Agreement.
On January 22, 2018, IIOT-OXYS, Inc., a Nevada
corporation (the “Company”), issued a Senior Secured Convertible Promissory Note in the principal amount of $500,000
to Sergey Gogin (the “2018 Note”). In addition, on March 6, 2019, the Company issued a Senior Secured Convertible Promissory
Note in the principal amount of $50,000 to YVSGRAMORAH LLC (the “2019 Note” and, together, with the 2018 Note, the
“Notes”).
On March 14, 2022, the Company entered into amendments
to each of the Notes effective March 1, 2022 which extend the maturity dates to March 1, 2023, reduce the conversion price to $0.008 per
share, add an additional Event of Default (as defined in the Notes) that the closing price of the shares of Common Stock on the Trading
Market (as defined in the Notes) is less than $0.008 per share for ten (10) consecutive Trading Days (as defined in the Notes), and adding
automatic one-year extensions as long at either Note is not in default.
... |
| FREQ |
2 years, 4 months ago |
7.01 |
Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing. The Company undertakes no obligation to update, supplement or amend the materials attached hereto as Exhibit 99.1 Item. 8.01 Other Information The information set forth in the third sentence of Item 7.01 is hereby incorporated by reference into this ... |
