Item 7.01 Regulation FD Disclosure.
As previously disclosed, on
Attached as Exhibit 99.1, and incorporated herein by reference, is the revised
investor presentation, dated
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 Chardan under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings.
Forward-Looking Statements
This Current Report on Form 8-K contains certain "forward-looking statements"
within the meaning of the United States Private Securities Litigation Reform Act
of 1995, Section 27A of the Securities Act of 1933, as amended (the "Securities
Act") and Section 21E of the Securities Exchange Act of 1934, as amended,
including certain financial forecasts and projections. All statements other than
statements of historical fact contained in this Current Report on Form 8-K,
including statements as to the transactions contemplated by the business
combination and related agreements, future results of operations and financial
position, revenue and other metrics, planned products and services, business
strategy and plans, objectives of management for future operations of Dragonfly,
market size and growth opportunities, competitive position and technological and
market trends, are forward-looking statements. Some of these forward-looking
statements can be identified by the use of forward-looking words, including
"may," "should," "expect," "intend," "will," "estimate," "anticipate,"
"believe," "predict," "plan," "targets," "projects," "could,"
"would," "continue," "forecast" or the negatives of these terms or variations of
them or similar expressions. All forward-looking statements are subject to
risks, uncertainties, and other factors (some of which are beyond the control of
Dragonfly or CNTQ) which could cause actual results to differ materially from
those expressed or implied by such forward-looking statements. All
forward-looking statements are based upon estimates, forecasts and assumptions
that, while considered reasonable by CNTQ and its management, and Dragonfly and
its management, as the case may be, are inherently uncertain and many factors
may cause the actual results to differ materially from current expectations
which include, but are not limited to: 1) the occurrence of any event, change or
other circumstances that could give rise to the termination of the definitive
merger agreement with respect to the business combination; 2) the outcome of any
legal proceedings that may be instituted against Dragonfly, CNTQ, the combined
company or others following the announcement of the business combination and the
transactions contemplated thereby; 3) the inability to complete the business
combination due to the failure to obtain approval of the stockholders of CNTQ,
or to satisfy other conditions to closing the business combination; 4) changes
to the proposed structure of the business combination that may be required or
appropriate as a result of applicable laws or regulations or as a condition to
obtaining regulatory approval of the business combination; 5) the ability to
meet Nasdaq's listing standards following the consummation of the business
combination; 6) the risk that the business combination disrupts current plans
and operations of Dragonfly as a result of the announcement and consummation of
the business combination; 7) the inability to recognize the anticipated benefits
of the business combination; 8) ability of Dragonfly to successfully increase
market penetration into its target markets; 9) the addressable markets that
Dragonfly intends to target do not grow as expected; 10) the loss of any key
executives; 11) the loss of any relationships with key suppliers including
suppliers in
Additional Information and Where to Find It
This Current Report on Form 8-K relates to a proposed transaction between CNTQ
and Dragonfly. CNTQ has filed a registration statement on Form S-4 (File No.
333-266273) with the
Investors and security holders are able to obtain free copies of the
registration statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the
The documents filed by CNTQ with the
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS CURRENT REPORT ON FORM 8-K, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS CURRENT REPORT ON FORM 8-K. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Participants in the Solicitation
Dragonfly, CNTQ and certain of their respective directors, executive officers
and other members of management and employees may, under
No Offer or Solicitation
This Current Report on Form 8-K is and the information contained therein are not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any securities or any proxy, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description
99.1 Investor Presentation, dated as of
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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