Item 1.01 Entry into a Material Definitive Agreement.
PAR Membership Interest Purchase Agreement
On
The consideration for the Acquisition will be paid in a combination of cash and
Company common stock, par value
The MIPA contains customary representations, warranties, covenants, and
indemnities by the parties to such agreement and is subject to customary closing
conditions, including, among other things, (i) the accuracy of the respective
parties' representations and warranties, subject to customary qualifications,
(ii) material compliance by the parties with their respective covenants and
obligations, and (iii) the Members entering employment agreements with an
affiliate of the Company. In addition, the MIPA contains certain termination
rights, including by the Company or the Members in the event the closing has not
occurred by
Item 3.02 Unregistered Sales of
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Common Stock was offered and will be sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and Rule 506 of Regulation D promulgated thereunder.
Forward-Looking Statements
This communication may contain certain "forward-looking statements" within the
meaning of Section 27A of the Securities Act, Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the Private
Securities Litigation Reform Act of 1995. Forward-looking statements may be
identified by words such as "expect," "anticipate," "believe," "intend,"
"estimate," "plan," "target," "goal," or similar expressions, or future or
conditional verbs such as "will," "may," "might," "should," "would," "could," or
similar variations. These statements are based on the beliefs and assumptions of
the management of the Company based on information currently available to
management. Such forward-looking statements include, but are not limited to,
certain plans, expectations, goals, projections, and statements about the
benefits of the transactions. Such forward-looking statements are subject to
risks, uncertainties and other factors that could cause actual results to differ
materially from future results expressed or implied by such forward-looking
statements. While there is no assurance that any list of risks and uncertainties
or risk factors is complete, below are certain factors which could cause actual
results to differ materially from those contained or implied in the
forward-looking statements including: risks related to the Acquisition and the
integration of PAR; the financial performance of PAR; the possibility that the
Acquisition does not close when expected or at all because required regulatory
or other approvals are not received or other conditions to closing are not
satisfied on a timely basis or at all; potential adverse reactions or changes to
business or employee relationships, including those resulting from the
completion of the Acquisition; the possibility that the anticipated operating
results and other benefits of the Acquisition are not realized when expected or
at all; and other risks described in the section entitled "Risk Factors" under
Item 1A in the Company's Annual Report on Form 10-K for the year ended
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Item 7.01 Regulation FD Disclosure.
Attached as Exhibit 99.1 is a press release issued by the Company on
The information under Item 7.01 (including Exhibit 99.1) is furnished pursuant to Item 7.01 and shall not be deemed filed for purposes of Section 18 of the Exchange Act or incorporated by reference into any filing under the Securities Act 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. Number Description 2.1* Membership Interest Purchase Agreement, entered into as ofFebruary 18, 2022 , by and amongLiberated Syndication, Inc. , aNevada corporation,Podcast Ad Reps LLC , aTexas limited liability company,Rick Selah , an individual, andAnthony Savelli , an individual. 99.1 Press Release, datedFebruary 23, 2022 .
* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K.
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