Item 7.01 Regulation FD Disclosure
On
On
The information in this Item 7.01, including Exhibit 99.1, is 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 liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933 (the "Securities Act") or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any information contained in this Item 7.01, including Exhibit 99.1.
Additional Information about the Proposed Transaction and Where to Find It
In connection with the proposed Transaction, the Company intends to file a
registration statement on Form S-4 (the "registration statement") with the
Investors and security holders will be able to obtain free copies of the
registration statement and the proxy statement/prospectus (if and when
available) and all other relevant documents that are filed or that will be filed
with the
Participants in the Solicitation
The Company and Spectral MD and certain of their respective directors, executive
officers and other members of management and employees may, under
No Offer or Solicitation
This Current Report on Form 8-K and the information contained herein do not
constitute (i) (a) a solicitation of a proxy, consent or authorization with
respect to any securities or in respect of the proposed Transaction or (b) an
offer to sell or the solicitation of an offer to buy any security, commodity or
instrument or related derivative, nor shall there be any sale of securities in
any jurisdiction in which the offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities laws of any such
jurisdiction or (ii) an offer or commitment to lend, syndicate or arrange a
financing, underwrite or purchase or act as an agent or advisor or in any other
capacity with respect to any transaction, or commit capital, or to participate
in any trading strategies. No offer of securities in
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Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains statements that are forward-looking
statements within the meaning of the of the Private Securities Litigation Reform
Act of 1995. This includes, without limitation, statements regarding the
proposed Transaction between Spectral MD and the Company, including statements
regarding anticipated timing of the proposed Transaction. The words
"anticipate," "believe," "continue," "could," "estimate," "expect," "intends,"
"may," "might," "plan," "possible," "potential," "predict," "project," "should,"
"will," "would" and similar expressions may identify forward-looking statements,
but the absence of these words does not mean that a statement is not
forward-looking. All statements, other than historical facts are forward-looking
statements. The forward-looking statements contained in this Current Report on
Form 8-K are based on the Company's current expectations and beliefs concerning
future developments and their potential effects on the Company. There can be no
assurance that future developments affecting the Company will be those that the
Company has anticipated. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. These forward-looking statements
involve a number of risks, uncertainties (some of which are beyond the Company's
control) or other assumptions that may cause actual results to be materially
different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to, the following
risks, uncertainties and other factors: (i) the risk that the proposed
Transaction may not be completed in a timely manner or at all, which may
adversely affect the price of the Company's securities, (ii) the risk that the
proposed Transaction may not be completed by the Company's business combination
deadline and the potential failure to obtain an extension of the business
combination deadline if sought by the Company, (iii) the failure to satisfy the
conditions to the consummation of the proposed Transaction, including the
adoption of the Business Combination Agreement by the stockholders of the
Company and Spectral MD, 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 ability to regain compliance
with Nasdaq Capital Market listing requirements and to maintain listing, or for
the post-closing company to be listed, on the Nasdaq Capital Market, (vi) the
occurrence of any event, change or other circumstance that could give rise to
the termination of the Business Combination Agreement, (vii) the effect of the
announcement or pendency of the proposed Transaction on Spectral MD's business
relationships, operating results, and business generally, (viii) risks that the
proposed Transaction disrupts current plans and operations of Spectral MD, (ix)
the outcome of any legal proceedings that may be instituted against Spectral MD
or against the Company related to the Business Combination Agreement or the
proposed Transaction, (x) volatility in the price of the Company's securities
due to a variety of factors, including changes in the competitive and regulated
industries in which the Company plans to operate or Spectral MD operates,
variations in operating performance across competitors, changes in laws and
regulations affecting the Company's or Spectral MD's business, Spectral MD's
inability to implement its business plan or meet or exceed its financial
projections and changes in the combined capital structure, (xi) changes in
general economic conditions, including as a result of the COVID-19 pandemic,
(xii) the ability to implement business plans, forecasts, and other expectations
after the completion of the proposed Transaction, and identify and realize
additional opportunities, (xiii) the Company's ability to raise capital as
needed and (xiv) the risk of downturns and a changing regulatory landscape. 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" sections of the Company's Annual Report on Form 10-K, Quarterly Reports
on Form 10-Q, and the other documents filed by the Company from time to time
with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description
99.1 Press Release, dated as of
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