Item 1.01 Entry into a Material Definitive Agreement.
On
On
On
The PIPE III Subscription Agreements for the
The PIPE III Subscription Agreements will terminate with no further force and
effect upon the earliest to occur of: (i) such date and time as the Merger
Agreement is terminated in accordance with its terms; (ii) the mutual written
agreement of the parties to such PIPE III Subscription Agreement; (iii) if any
of the conditions to closing set forth in such PIPE III Subscription Agreements
are not satisfied on or prior to the Closing and, as a result thereof, the
transactions contemplated by the PIPE III Subscription Agreements fail to occur;
and (iv) at the election of the investor,
The foregoing description of the PIPE III Subscription Agreements does not
purport to be complete and is qualified in its entirety by reference to the form
of subscription agreement filed as Exhibit 10.1 to KVSA's Current Report on Form
8-K filed on
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
with respect to the
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Item 7.01 Regulation FD Disclosure
On
The information in this Item 7.01, including Exhibit 99.1, of this Current Report on Form 8-K is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liability under that section, and shall not be deemed to be incorporated by reference into any filing of KVSA under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing.
Additional Information and Where to Find It
This Current Report on Form 8-K relates to a proposed transaction between KVSA
and Valo. This Current Report on Form 8-K does not constitute an offer to sell
or exchange, or the solicitation of an offer to buy or exchange, any securities,
nor shall there be any sale of securities in any jurisdiction in which such
offer, sale or exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. In connection with the
proposed business combination, KVSA filed a registration statement on Form S-4,
as amended with the
Investors and security holders may obtain free copies of the registration
statement, the proxy statement/prospectus and all other relevant documents filed
or that will be filed with the
The documents filed by KVSA with the
Participants in Solicitation
KVSA and Valo and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from KVSA's stockholders in connection with the proposed transaction. A list of the names of the directors and executive officers of KVSA and information regarding their interests in the business combination are contained in the proxy statement/prospectus. You may obtain free copies of these documents as described in the preceding paragraph.
Non-Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of KVSA, the combined company or Valo, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
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Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the federal securities laws with respect to the proposed
transaction between KVSA and Valo. These forward-looking statements generally
are identified by the words "believe," "project," "expect," "anticipate,"
"estimate," "intend," "strategy," "future," "opportunity," "plan," "may,"
"should," "will," "would," "will be," "will continue," "will likely result," and
similar expressions. Forward-looking statements are predictions, projections and
other statements about future events that are based on current expectations and
assumptions and, as a result, are subject to risks and uncertainties. Many
factors could cause actual future events to differ materially from the
forward-looking statements in this Current Report on Form 8-K, including but not
limited to: (i) the risk that the transaction may not be completed in a timely
manner or at all, which may adversely affect the price of KVSA's securities,
(ii) the risk that the transaction may not be completed by KVSA's business
combination deadline and the potential failure to obtain an extension of the
business combination deadline if sought by KVSA, (iii) the failure to satisfy
the conditions to the consummation of the transaction, including the adoption of
the Merger Agreement by the stockholders of KVSA, the satisfaction of the
minimum trust account amount following redemptions by KVSA's public stockholders
and the receipt of certain governmental and regulatory approvals, (iv) the lack
of a third party valuation in determining whether or not to pursue the proposed
transaction, (v) the inability to complete the PIPE III investment in connection
with the transaction, (vi) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger Agreement,
(vii) the effect of the announcement or pendency of the transaction on Valo's
business relationships, operating results and business generally, (viii) risks
that the proposed transaction disrupts current plans and operations of Valo and
potential difficulties in Valo employee retention as a result of the
transaction, (ix) the outcome of any legal proceedings that may be instituted
against Valo or against KVSA related to the Merger Agreement or the proposed
transaction, (x) the ability to maintain the listing of KVSA's securities on a
national securities exchange, (xi) the price of KVSA's securities may be
volatile due to a variety of factors, including changes in the competitive and
highly regulated industries in which KVSA plans to operate or Valo operates,
variations in operating performance across competitors, changes in laws and
regulations affecting KVSA's or Valo's business and changes in the combined
capital structure, (xii) the ability to implement business plans, forecasts, and
other expectations after the completion of the proposed transaction, and
identify and realize additional opportunities, and (xiii) the risk of downturns
and a changing regulatory landscape in the highly competitive healthcare
industry. The foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and uncertainties described
in the "Risk Factors" section of KVSA's registration on Form S-1 (File
No. 333-253096), the registration statement on Form S-4 discussed above and
other documents filed by KVSA from time to time with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Form of Subscription Agreement (incorporated by reference as Exhibit 10.1 to KVSA's Current Report on Form 8-K filed onJune 9, 2021 ) 99.1 Press Release, dated as ofNovember 9, 2021 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)
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