Item 1.02 Termination of a Material Definitive Agreement
Effective as of
Item 2.01 Completion of Acquisition or Disposition of Assets
As described in the Introductory Note above, on
The aggregate consideration paid by Merger Sub in the Offer and Merger to
purchase all outstanding Shares (other than the Shares owned by Parent or Merger
Sub), was
The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
In connection with the consummation of the Merger, the Company notified The
Nasdaq Capital Market ("Nasdaq") of the consummation of the Merger. Nasdaq is
expected to (i) suspend trading of the Shares and the warrants to purchase
Shares (the "Warrants") effective prior to the open of trading on
Item 3.03 Material Modification to Rights of Security Holders
The information contained in the Introductory Note and Items 1.02, 2.01 and 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant
As a result of the Offer and the Merger, a change in control of the Company occurred. Upon the Effective Time, the Company became a wholly owned subsidiary of Parent. The information contained in the Introductory Note and Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Upon completion of the Merger on
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description of Exhibit 2.1 Agreement and Plan of Merger, datedJanuary 10, 2021 , by and among Parent, Merger Sub and the Company (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with theSEC onJanuary 11 , 2021).
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