Item 2.01. Completion of Acquisition or Disposition of Assets.
On
The Company acquired the Acquired Shares on a pro rata basis from all
stockholders of Rubicon who had validly tendered and not properly withdrawn
shares of Rubicon's common stock in the Offer as of its expiration at 12:00
Midnight (
In accordance with the Purchase Agreement, effective as of
The foregoing description of certain provisions of the Purchase Agreement does
not purport to be complete and is qualified in its entirety by reference to the
Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the Company's
Current Report on Form 8-K filed by the Company on
The foregoing description of the Offer does not purport to be complete and is subject to and qualified in its entirety by reference to the Offer to Purchase, a copy of which was filed as Exhibit (a)(1)(A) to the Schedule TO and which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
The financial statements required by this item are not being filed herewith. To the extent information is required by this item, it will be filed by amendment as soon as practicable, but no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(c) Pro Forma Financial Information
The pro forma financial information required by this item is not being filed herewith. To the extent such information is required by this item, it will be filed by amendment as soon as practicable, but no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
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(d) Exhibits Exhibit Description No. 2.1* Stock Purchase and Sale Agreement, dated as ofJuly 1, 2022 , betweenJanel Corporation and Rubicon Technology, Inc. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Rubicon Technology, Inc. with theU.S. Securities and Exchange Commission onJuly 5, 2022 ). 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).
* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K.
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