Item 1.01. Entry into a Material Definitive Agreement.
On
Pursuant to the Agreement, the parties thereto have agreed to enter into a business combination transaction (the "Business Combination") by which, (i) Merger Sub I will merge with and into 3D Hubs with 3D Hubs being the surviving corporation in the merger (the "First Merger") and (ii) the surviving entity of the First Merger will merge with and into Merger Sub II, with Merger Sub II being the surviving entity in the merger (the "Second Merger", and, together with the First Merger and the other transactions contemplated by the Agreement, the "Transactions").
Under the terms of the Agreement, upon consummation of the Transactions (the
"Closing"), all outstanding shares of capital stock of 3D Hubs, options to
purchase capital stock of 3D Hubs and warrants to purchase capital stock of 3D
Hubs will be cancelled in exchange for aggregate consideration of approximately
Under the terms of the Agreement, the Company has agreed to file a Resale
Registration Statement on Form S-3 on
The Agreement contains customary representations, warranties and covenants by
the Company and 3D Hubs. A portion of the aggregate consideration will be held
in escrow to secure the indemnification obligations of certain 3D Hubs
securityholders. The obligations of the Company and 3D Hubs to consummate the
transactions contemplated by the Agreement are subject to the satisfaction or
waiver of customary closing conditions as set forth in the Agreement. The
Closing is expected to occur in
The foregoing description of the Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
Item 3.02. Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The securities of the Company that will be issued as part of the Agreement will not initially be registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Item 8.01. Other Events.
On
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
2.1 Agreement and Plan of Merger by and among the Company, 3D
Lithium Merger Sub I, Inc. ,Lithium Merger Sub II, Inc. , andShareholder Representative Services LLC . (Certain schedules and exhibits have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and
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