Item 1.01 Entry into a Material Definitive Agreement.
On
The following description of the Merger and the transactions contemplated thereby are qualified in their entirety by reference to the Agreement and Plan of Merger, a copy of which is filed as an Exhibit to this Current Report on Form 8-K (the "Agreement and Plan of Merger").
EV Group Holdings LLC
Target, headquartered in
Closing and Consideration
On
Additional Common Stock Consideration
We may be obligated to issue additional shares of our Common Stock to Members.
The value of our Common Stock issued at the closing is
Pursuant to the Agreement and Plan of Merger, to the extent that the average
closing price per share of our Common Stock for the month of
- 2 - Holdback Stock
A portion of the consideration, 1,118,012 shares of our Common Stock, was withheld (the "Holdback Stock"), to be held for up to 18 months, to satisfy certain indemnity obligations of the Members. Such Holdback Stock may also satisfy obligations of Members to us, including the following:
Working Capital Adjustment. In the event that Target's working capital as of
Adjustment for Gross Margin Threshold. If Target's gross margin for the year
ending
General
The issuance of our common stock issued in the Merger was issued in reliance on
an exemption from registration under Section 4(a)(2) the Securities Act of 1933,
as amended (the "Securities Act"), and Rule 506(b) of Regulation D promulgated
thereunder, and such common stock will be restricted from the offer or resale
absent registration or an available exemption under applicable federal and state
securities laws. The cash consideration was funded through a recently completed
financing with certain funds affiliated with
The representations, warranties and covenants contained in the Agreement and
Plan of Merger were made only for purposes of such agreement and as of specific
dates, were solely for the benefit of the parties to the Agreement and Plan of
Merger, and may be subject to limitations agreed upon by the contracting
parties. Accordingly, the Agreement and Plan of Merger is incorporated herein by
reference only to provide information regarding the terms of the Agreement and
Plan of Merger, and not to provide any other factual information regarding us or
our business, and should be read in conjunction with the disclosures in our
periodic reports and other filings with the
Item 2.01. Completion of Acquisition or Disposition of Assets
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference in response to this Item 2.01.
Item 3.02 Unregistered Sales of
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference in response to this Item 3.02.
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Item 7.01. Regulation FD Disclosure.
On
Notice Regarding Forward-Looking Information
This Current Report on Form 8-K may contain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect current expectations or beliefs regarding future events or our future performance. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates", "targets" or "believes", or variations of, or the negatives of, such words and phrases or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. All forward-looking statements, including those herein, are qualified by this cautionary statement.
Although we believe that the expectations expressed in such forward looking
statements are based on reasonable assumptions, such statements involve risks
and uncertainties, and actual results may differ materially from any future
results expressed or implied by such forward-looking statements. Such risks and
uncertainties include our business plans and strategies, our future business
development, market acceptance of electric vehicles, our ability to generate
profits and positive cash flow, changes in government regulations and government
incentives, subsidies, or other favorable government policies, and other risks
discussed in our filings with the
The forward-looking statements in this Current Report on Form 8-K speak only as of the date hereof or as of the date or dates specified in such statements. For more information on us, investors are encouraged to review our public filings on OTC Market at https://www.otcmarkets.com/stock/CRGE/overview. We disclaim any intention or obligation to update or revise any forward- looking information, whether as a result of new information, future events or otherwise, other than as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Current Report on Form 8-K:
Exhibit No. Description
10.1* Agreement and Plan of Merger by and between Charge Infrastructure, Inc.,Mergeco, Inc. ,EV Group Holdings LLC ,Rosemary Mazzola ,Frank Mazzola ,Brendan Durkin ,James S. Lynch , andPatrick Nicholson datedJanuary 14, 2022 99.1 Press Release datedJanuary 20, 2022
* Schedules omitted pursuant to item 601(b)(2) of Regulation S-K. The registrant
agrees to furnish supplementally a copy of any omitted schedule to the
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