Item 2.01. Completion of Acquisition or Disposition of Assets.
At the effective time of the Merger (the "Effective Time"), (i) each share of
common stock, par value
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the consummation of the Merger, the Company notified
representatives of
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
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Item 5.01. Change of Control of Registrant.
The information set forth in the Introductory Note and under Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Pursuant to the Merger Agreement, at the Effective Time, all of the members of
the Company's board of directors (which consisted of
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Item 5.03. Amendment to Articles or Bylaws; Change in Fiscal Year.
Pursuant to the Merger Agreement, at the Effective Time, the Articles of Incorporation of the Company were amended and restated in their entirety as set forth in Exhibit 3.1 attached hereto, which is incorporated by reference in this Item 5.03.
Pursuant to the Merger Agreement, at the Effective Time, the Bylaws of the Company were amended and restated in their entirety as set forth in Exhibit 3.2 attached hereto, which is incorporated by reference in this Item 5.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 2.1 Agreement and Plan of Merger, datedMarch 19, 2021 , by and among the Company, Greenidge and Merger Sub (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with theSEC onMarch 22, 2021 ). 3.1 Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit B of Exhibit 2.1 to the Company's Current Report on Form 8-K filed with theSEC onMarch 22, 2021 ). 3.2 Amended and Restated Bylaws of the Company. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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