ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Agreement and Plan of Merger with
Pursuant to the terms of the
Under the terms of the Merger Agreement, the Gear Bubble Shareholders also have an opportunity to earn shares of BRGO common stock ("BRGO Incentive Common Shares") if certain revenue and net income benchmarks are met by Merger Sub in the three years following the Closing of the Acquisition Agreement.
The Merger Agreement requires that following Closing of the Merger Agreement,
At the Closing, the Equity Recipients will grant BRGO the right of first refusal (the "First Refusal Right") to purchase the Transfer Shares for cash. The aggregate cash price for the Transfer Shares shall equal (i) the average of a minimum of two (2) and a maximum of three (3) independent valuations of Merger Sub, each as of the date when BRGO notifies the Equity Recipients of its intent to exercise the First Refusal Right, and each of which shall be undertaken by an independent valuation firm (to be identified by BRGO and mutually acceptable to the Equity Recipients), multiplied by (ii) 49%. If the First Refusal Right has not been exercised and the Equity Recipients have not otherwise had a liquidity event with respect to the Merger Sub prior to such date, each Equity Recipient will have a one-time put right (the "Put Right") that, if elected by such Equity Recipient, would obligate BRGO to buy the Transfer Shares held by such Equity Recipient for cash at a price per Transfer Share based upon the independent fair market valuation per share as determined by an independent valuation firm (chosen in the same manner as set forth in the prior sentence). The Merger Agreement is attached hereto and incorporated herein as Exhibit 10.1.
Articles of Merger in
Pursuant to the Closing of the Merger Agreement, on
Employee Stock Ownership Plan
On
The foregoing descriptions of the Merger Agreement, Articles of Merger, and ESOP, herein are qualified by the terms of the full text of the Merger Agreement, and Articles of Merger attached hereto as Exhibit 10.1, Exhibit 10.2, and Exhibit 10.3 and the terms thereof are incorporated herein by reference.
-------------------------------------------------------------------------------- 2 --------------------------------------------------------------------------------
ITEM 3.02 - UNREGISTERED SALE OF SECURITIES
As partial consideration for the Closing of the Merger Agreement, on
On
ITEM 7.01 - REGULATION FD DISCLOSURE.
On
In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in Exhibit 99.1 hereto are deemed to be "furnished" and shall not be deemed to be "filed" for purposes of the Exchange Act. The information set forth in Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Safe Harbor
This release may contain certain forward-looking statements regarding our
prospective performance and strategies within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Forward-looking statements, which are based on certain
assumptions and describe future plans, strategies, and expectations of our
company, are generally identified by use of words "anticipate," "believe,"
"estimate," "expect," "intend," "plan," "project," "seek," "strive," "try," or
future or conditional verbs such as "could," "may," "should," "will," "would,"
or similar expressions. Our ability to predict results or the actual effects of
our plans or strategies is inherently uncertain. Accordingly, actual results may
differ materially from anticipated results. Some of the factors that could cause
our actual results to differ from our expectations or beliefs include, without
limitation, the risks discussed from time to time in our filings with the
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. The following exhibits are filed with this report:
Exhibit No. Description
10.1 Agreement and Plan of Merger datedJuly 1, 2021 . 10.2 Articles of Merger inWyoming andNevada datedJuly 9 . 2021. 10.3 Employee Stock Ownership Plan datedJuly 9, 2021 99.1 Press Release datedJuly 8, 2021 .
-------------------------------------------------------------------------------- 3
--------------------------------------------------------------------------------
© Edgar Online, source