Item 1.01 Entry into a Material Definitive Agreement.
Fastback Merger Agreement
On
In connection with the Merger, all of the issued and outstanding membership
units of Fastback will be cancelled and converted into the right to receive
aggregate merger consideration consisting of (i)
We believe Fastback has been a leader in the development and commercialization
of innovative intelligent backhaul radio (IBR) systems that deliver
high-performance wireless connectivity to virtually any location including those
challenged by Non-Line of Sight (NLOS) limitations. Fastback's advanced IBR
products allow operators to economically add capacity and density to their
macrocells and expand service coverage density with small cells. These solutions
also allow operators to both provide temporary cellular and data service
utilizing mobile/portable radio systems and provide wireless Ethernet
connectivity. Fastback has a
The Merger Agreement contains customary representations, warranties and covenants of our company, on one hand, and Fastback, on the other hand, including, among others, covenants by Fastback with respect to the operations of Fastback during the period between execution of the Merger Agreement and the closing of the transactions contemplated by the Merger Agreement (the "Closing"). The Merger Agreement also provides that each party will indemnify the other party following the Closing for breaches of the warranties and covenants of such party, as well as certain other matters, subject to certain specified limitations, including, among other things, limitations on the period during which a party may make certain claims for indemnification and limitations on the amounts for which a party may be liable.
Pursuant to the Merger Agreement, the Closing is conditioned upon, among other
things, our company raising a minimum of
The foregoing description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 10.1, which is incorporated herein by reference thereto.
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The Merger Agreement has been filed as an exhibit hereto to provide investors and security holders with information regarding its terms and is not intended to provide any factual information about our company or Fastback. The representations, warranties and covenants set forth in the Merger Agreement were made solely between the parties to the Merger Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating its terms, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Merger Agreement. Moreover, the representations and Warranties may be subject to a contractual standard of materiality that may be different from what may be viewed as material to investors or security holders, or may have been used for the purpose of allocating risk between the parties to the Merger Agreement rather than establishing matters as facts. Information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully . . .
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure provided under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
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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 into this Item 3.02 in its entirety. The Note
and Placement Agent Warrants were, and any shares of common stock issuable upon
conversion of the Note or exercise of the Placement Agent Warrants will be,
issued in a transaction exempt from registration under the Securities Act in
reliance on Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder.
Each of the investor and the Placement Agent, respectively, has represented that
it was an "accredited investor," as defined in Regulation D, and was acquiring
the securities described herein for investment only and not with a view towards,
or for resale in connection with, the public sale or distribution thereof.
Accordingly, the Note, the Placement Agent Warrants and the shares issuable upon
conversion of the Note or exercise of the Placement Agent Warrants have not been
registered under the Securities Act and may not be offered or sold in
Item 8.01 Other Information.
On
The information under this Item 8.01, including Exhibit 99.1, is deemed "furnished" and not "filed" under 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.
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit Number Description 4.1 12.5% OID Convertible Note datedAugust 21, 2020 in the principal amount of$1,700,000 issued toRedDiamond Partners LLC 10.1* Agreement and Plan of Merger, dated as ofAugust 24, 2020 , by and among our company, CHC Merger Sub 8, LLC,Skyline Technology Partners LLC d/b/a Fastback Networks and the Members' Representative named therein. 10.2 Securities Purchase Agreement, dated as ifAugust 21, 2020 between our company andRedDiamond Partners LLC 99.1 Press Release, datedAugust 24, 2020 , announcing our entry into the Merger Agreement
* Schedules, exhibits and similar supporting attachments or agreements to the
Merger Agreement are omitted pursuant to Item 601(b)(2) of Regulation S-K. We
agree to furnish a supplemental copy of any omitted schedule or similar
attachment to the
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Cautionary Note Regarding Forward-Looking Statements
The information in this Current Report on Form 8-K, including Exhibit 99.1, may
contain "forward looking statements" within the meaning of the "safe harbor"
provisions of the United States Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended. Certain statements furnished pursuant to this
Item 8.01 and the accompanying Exhibit 99.1 are not historical facts are
forward-looking statements that reflect management's current expectations,
assumptions, and estimates of future performance and economic conditions, and
involve risks and uncertainties that could cause actual results to differ
materially from those anticipated by the statements made herein. Forward-looking
statements are generally identifiable by the use of forward-looking terminology
such as "believe," "expect," "may," "will," "should," "could," "continue,"
"anticipate" "optimistic," "forecast" "intend," "estimate," "preliminary,"
"project," "seek," "plan," "looks to," "on condition," "target," "potential,"
"guidance," "outlook" or "trend," or other comparable terminology, or by a
general discussion of strategy or goals or other future events, circumstances,
or effects. Such statements include, but are not limited to, statements about
our plans, objectives, expectations, intentions, estimates and strategies for
the future, and other statements that are not historical facts. These
forward-looking statements are based on our current objectives, beliefs and
expectations, and they are subject to significant risks and uncertainties that
may cause actual results and financial position and timing of certain events to
differ materially from the information in the forward-looking statements. These
risks and uncertainties include, but are not limited to, those set forth in our
Annual Report on Form 10-K for the year ended
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