Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed on Form 8-K/A, filed
The Company has terminated, effective immediately, the Stock Purchase Agreement,
as well as the Note, Pledge and Security Agreement between the Company and
Seller, dated as of
The Company terminated the Stock Purchase Agreement, and related agreements and instruments, as a result of, among other reasons, the Seller failing to satisfy certain material pre-closing and post-closing covenants, representations and warranties set forth in the Stock Purchase Agreement.
The Company has not received certificates for the outstanding equity stock of
Hyperion held by the Seller. As a result of such termination, the Company will
not issue the promissory note in the principal amount of
The above description of the Stock Purchase Agreement, Note, Security Agreement, and Earnout Agreement does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, Note, Security Agreement and Earnout Agreement, were attached here to as Exhibits 2.1, 2.2, 2.3 and 2.4 to the Original Report.
SHEMN CORP.May 27, 2020 By: /s/Naveen Doki Naveen Doki Chief Executive Officer 2
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