Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement. On
Under the terms of the Merger Agreement, at the effective time of the Merger
("Effective Time"), each outstanding common share, no par value, of Renovo
("Renovo Stock") will be converted into and will represent the right to receive
7,200 shares ("Exchange Ratio") of common stock, par value
The Board of Directors of the Company has determined that the Merger Agreement and the Merger are fair to, and in the best interests of the Company and its stockholders, approved the Merger Agreement and the transactions contemplated thereby, and resolved to recommend adoption of the Merger Agreement by the Company's stockholders. A copy of the Merger Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Company will seek stockholder approval of the Merger Agreement at the
upcoming Annual Meeting of Stockholders of the Company ("Annual Meeting"). The
Company's largest stockholder,
As a result of the foregoing the Company does not anticipate soliciting proxies for the Annual Meeting. However, the Company does anticipate preparing and disseminating an information statement to its stockholders prior to the Annual Meeting which describes the Merger Agreement and the Merger transaction, as well as all other actions to be taken thereat.
The Merger is expected to close in the fourth quarter of 2022 or the first quarter of 2023.
Consummation of the Merger is subject to a number of conditions, including among others, the following: (i) approval of the Merger Agreement by Renovo's stockholders, (ii) the Company, as the surviving corporation in the Merger, shall have been approved as a Secondary Metals Recycler under Section 538.25 of the Florida Statutes to be effective immediately following the closing of the Merger, (iii) the Company shall have entered into a Registration Rights Agreement, a copy of which is attached as Exhibit A to the Merger Agreement, with each of the Renovo shareholders, (iv) each of the Renovo shareholders shall have entered into an Investment Agreement which is attached as Exhibit B to the Merger Agreement, (v) there shall not have been any material adverse effects on the operations of Renovo, (vi) there shall not have been certain additional adverse legal proceedings commenced against the Company or Renovo which prevents the consummation of the Merger transactions, and (vii) the satisfaction of certain other customary closing conditions. For a more detailed description of the conditions to the closing of the Merger, please review the attached Merger Agreement filed herewith.
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In addition to the conditions described above, the closing of the Merger transactions also are conditioned upon the approval and prior implementation of a an amendment to the Amended and Restated Certificate of Incorporation of the Company (the "Amended Certificate") to effect (a) a 1-for 500 reverse stock split, such that every holder of the Company's Common Stock shall receive one share of the Company's Common Stock for every 500 shares of the Company's Common Stock held prior to such reverse stock split, and all fractional shares resulting therefrom will be rounded up to the nearest whole share; and (b) a corresponding reduction of the number of authorized shares of Company's Common Stock from 200,000,000 to 20,000,000 shares and the number of shares of Company's Preferred Stock from 20,000,000 to 2,000,000 shares (collectively, the "Reverse Stock Split").
The closing of the Merger transaction also is conditioned upon the Renovo's
acquisition of 6, LLC, a
Further, upon execution of the Merger Agreement, Renovo has agreed to provide
the Company with a loan of approximately
The Merger Agreement contains customary representations, warranties and covenants made by Renovo, including, among other things, covenants (i) to conduct its business in the ordinary course consistent with past practice during the interim period between the execution of the Merger Agreement and consummation of the Merger and (ii) not to engage in certain kinds of transactions during such period.
If the Merger Agreement is consummated, the Company has agreed to take the steps
necessary at the effective time of the Merger to expand the size of the Board of
Directors and to appoint the following shareholder of Renovo to the Company's
board of directors to fill the vacancies created thereby:
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Merger Agreement which is filed as Exhibit 1.1 to this Current Report on Form 8-K.
The Merger Agreement has been included to provide investors and security holders of the Company with information regarding its terms. It is not intended to provide any other factual information about the Company, Renovo or their respective subsidiaries and affiliates. The Merger Agreement contains representations and warranties by the Company, on the one hand, and by Renovo, on the other hand, that were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Merger Agreement. The confidential disclosures contain information that has been included in the Company's general prior public disclosures, as well as potential additional non-public information. While the Company does not believe that the confidential disclosures contain information required to be publicly disclosed under the securities laws other than information that has already been so disclosed, the confidential disclosures contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement. Moreover, the representations, warranties and covenants may have been made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, investors are not third party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Renovo or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.
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Promissory Note. On
The foregoing description of the Promissory Note does not purport to be complete and is qualified in its entirety by reference to the complete text of the Promissory Note which is filed as Exhibit 1.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description Agreement and Plan of Merger, datedOctober 28, 2022 by and 2.1 betweenKingfish Holding Corporation and Renovo Resource Solutions, Inc. 2.2 Promissory Note, datedOctober 28, 2022 , by and between KingfishHolding Corporation andRenovo Resource Solutions, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document). 4
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