Item 3.02 Unregistered Sales of Equity Securities.
As previously disclosed, on November 25, 2022, Travelzoo, a Delaware corporation
(the "Company"), as Seller, entered into a Stock Purchase Agreement (together
with its exhibits and schedules, the "SPA") with Azzurro Capital Inc., a company
organized under the laws of the Cayman Islands (the "Investor"), as Purchaser.
The Investor is the Company's largest stockholder. Pursuant to the SPA, and
subject to certain customary closing conditions, including stockholder approval,
the Company agreed to issue and sell, and the Investor agreed to purchase, a
total of 3,410,000 shares of common stock of the Company (the "Shares") in
exchange for certain consideration (the "Purchase Price"), as described further
in the Company's Current Report on Form 8-K, filed on November 25, 2022, which
is incorporated by reference herein.
On December 28, 2022, at a special meeting of stockholders, the stockholders of
the Company approved the issuance and sale of the Shares pursuant to the SPA. On
December 30, 2022 (the "Closing Date"), the transactions stipulated in the SPA
were consummated (the "Closing"). Pursuant to the terms of the SPA, the Purchase
Price was subject to a price adjustment based on the most recent 15-day volume
weighted average price (VWAP) of the Company's shares prior to the Closing Date.
The issuance price for the Shares was $4.40 per share, resulting in a total
Purchase Price payable by the Investor on the Closing Date of $15,004,000 in
exchange for the Shares. The Purchase Price will be paid as follows: (a)
$1,000,000 paid in cash on the Closing Date; (b) $4,753,200 paid in the form of
a promissory note, payable by June 30, 2023; and (c) the transfer to the Company
of all outstanding capital stock of MTE, which transfer was effected pursuant to
a merger of MTE with a wholly owned subsidiary of the Company on the Closing
Date.
Upon receipt of the $1,000,000 in cash, the Company issued the Shares to the
Investor under Section 4(a)(2) of the Securities Act and/or Rule 506 of
Regulation D promulgated under the Securities Act, as a transaction by an issuer
not involving a public offering. The Investor represented its intentions to
acquire the shares for investment only and not with a view to or for sale in
connection with any distribution. The Company's transfer agent issued the Shares
in book-entry format with an appropriate restrictive legend. The Investor had
adequate access, through business or other relationships, to information about
the Company.
Item 5.01 Changes in Control of Registrant.
As a result of the consummation of the transactions stipulated by the SPA, a
change of control of the Company occurred, whereby the Investor's shareholdings
in the Company increased from approximately 36.6% to 50.3%. The controlling
shareholder of the Investor is the Ralph Bartel 2005 Trust, whose sole
beneficiary is Ralph Bartel, founder of the Company.
The information set forth in Item 3.02 of this Current Report on Form 8-K is
incorporated by reference in this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers.
Pursuant to the SPA, as of the Closing Date, Ralph Bartel resigned as a director
of the Company and its subsidiaries.
The information set forth in Item 3.02 of this Current Report on Form 8-K is
incorporated by reference in this Item 5.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. See Exhibits Index.
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