Item 1.01 Entry into a Material Definitive Agreement.
On
The total consideration paid to the Sellers at closing of the Transaction
consisted of
The Purchaser, GDSI and the Sellers have each made certain customary representations, warranties, covenants and agreements in the Purchase Agreement. Additionally, the Purchaser and the Sellers agreed to customary indemnification for breaches of representations, warranties, covenants and agreements, subject to certain limitations set forth in the Purchase Agreement. The Sellers have also agreed to enter into customary non-compete and non-solicitation covenants in connection with the Transaction.
The foregoing description of the Purchase Agreement and the Note does not
purport to be complete and is qualified in its entirety by reference to each of
the Purchase Agreement and the Note, which the Company will file as exhibits to
its Quarterly Report on Form 10-Q for the quarter ended
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure relating to the Note set forth in Item 1.01 above is incorporated into this Item 2.03 by reference.
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Item 3.02 Unregistered Sales of
On the Closing Date, the Company entered into an employment agreement with
As described in Item 1.01 above, an aggregate of 605,589 Closing Shares were issued to the Sellers on or about the Closing Date pursuant to the Purchase Agreement.
The issuance of the Closing Shares and the Employment Shares is exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.
Item 7.01 Regulation FD Disclosure.
A copy of the press release issued by the Company announcing the Transaction is included herewith as Exhibit 99.1 and is incorporated herein by reference.
In connection with the announcement of the Transaction, the Company will host a
call on
This information is intended to be furnished under Item 7.01 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number Description 99.1 Press release issued by the Company onJanuary 4, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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