Item 8.01. Other Events.
On
The LOI represents terms for a proposed transaction and will be subject to legal and financial due diligence, which includes a third-party audit and evaluation, the approval of the Company's shareholders, the definitive documentation, the receipt of all necessary third-party and regulatory approvals, and certain other closing conditions. There can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated on the terms or time frame contemplated in the LOI or at all.
Forward-Looking Statements
This Current Report on Form 8-K (this "Report") contains "forward-looking
statements" 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.
These forward-looking statements can be identified by terminology such as "may",
"will", "should", "could", "intend", "expect", "plan", "budget", "forecast",
"anticipate", "believe", "estimate", "predict", "potential", "continue",
"evaluating" or similar words. Forward-looking statements should not be relied
upon because they are neither historical facts nor assurances of future
performance. Instead, they are based only on the Company's current beliefs,
expectations and assumptions regarding the future of the Company's business,
future plans and strategies, projections, anticipated events and trends, the
economy and other future conditions. Examples of forward-looking statements
include, among others, statements the Company makes regarding the use of
Wintus's antibacterial and antiviral fabrics, the results and potential
synergies or benefits of the combination of the Company's and Wintus's
businesses and their future growth potential; the proposed terms and conditions
of any binding definitive agreement with Wintus and the receipt of any necessary
approvals and satisfaction of all closing conditions for the completion of the
transaction, amongst others. Readers are cautioned not to rely on any
forward-looking statements. Actual results may differ materially from historical
results or those indicated by the forward-looking statements as a result of a
variety of factors including, but not limited to, risks and uncertainties
associated with the Company's ability to raise additional funding, its ability
to maintain and grow its business, variability of operating results, its ability
to maintain and enhance its brand, its development and introduction of new
products and services, the ability to obtain all necessary regulatory approvals
in the jurisdictions where it intends to market and sell its products the
successful integration of acquired companies, technologies and assets into its
portfolio of products and services, marketing and other business development
initiatives, competition in the industry, general government regulations,
economic conditions, the impact of the COVID-19 pandemic, dependence on key
personnel, the ability to attract, hire and retain personnel who possess the
technical skills and experience necessary to meet the requirements of its
clients, and its ability to protect its intellectual property. The Company
encourages readers to review other factors that may affect its future results in
its filings with the
No Offer or Solicitation
This Report is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Additional Information about the Transaction and Where to Find It
The Company intends to file a preliminary proxy statement with the
Participants in the Solicitation
The Company and its directors and officers may be deemed participants in the
solicitation of proxies of the Company's stockholders in connection with the
proposed transaction. The Company's stockholders and other interested persons
may obtain, without charge, more detailed information regarding the directors
and officers of the Company in the Company's most recent Annual Report on Form
10-K filed with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits: Exhibit No. Description 99.1 Press Release, datedJanuary 17, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document and included as Exhibit 101).
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