Item 1.01. Entry into a Material Definitive Agreement.
The information set forth in Item 2.01 below is incorporated by reference into this Item 1.01.
Item 2.01. Completion of Acquisition or Disposition of Assets.
Merger Agreement
On
Also on the Closing Date, the parties to the Merger Agreement, as amended,
consummated the Merger. At the effective time of the Merger, pursuant to the
terms and conditions of the Merger Agreement, as amended, the Company (i) paid
The foregoing description of the Merger Agreement, as amended, is qualified in
its entirety by reference to the Merger Agreement, a complete copy of which was
filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the
Membership Interest Purchase Agreement
In connection with the consummation of the Merger, on the Closing Date, the
Company,
The foregoing description of the Purchase Agreement, as amended, is qualified in
its entirety by reference to the Purchase Agreement, a complete copy of which
was filed as Exhibit 10.2 to the Current Report on Form 8-K filed with the
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 2.01 is hereby incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sales of
The information set forth in Item 2.01 above is hereby incorporated by reference
into this Item 3.02.
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, and there shall not be any offer, solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On
Item 7.01. Regulation FD Disclosure.
On
The information furnished pursuant to this Item and the related exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The financial statements required by Item 9.01(a) will be filed with the
(b) Pro Forma Financial Information
The pro forma financial information required by Item 9.01(b) will be filed with
the
(d) Exhibits: Exhibit No. Exhibit 10.1 Agreement and Plan of Merger, dated as ofOctober 6, 2021 , by and among4Front Ventures Corp. ,New England Cannabis Corporation, Inc. ,Kenneth V. Stevens , and 4FrontNECC Acquisition Co. , filed as Exhibit 10.1 to the Current Report on Form 8-K filed with theSecurities and Exchange Commission by the Company onOctober 8, 2021 and incorporated herein by reference. 10.2 Membership Interest Purchase Agreement, dated as ofOctober 6, 2021 , by and among4Front Ventures Corp. ,Kenneth V. Stevens , andMission Partners RE, LLC , filed as Exhibit 10.2 to the Current Report on Form 8-K filed with theSecurities and Exchange Commission by the Company onOctober 8, 2021 and incorporated herein by reference. 10.3 First Amendment to Agreement and Plan of Merger, dated as ofJanuary 28, 2022 , by and among4Front Ventures Corp. ,New England Cannabis Corporation, Inc. ,Kenneth V. Stevens , and 4FrontNECC Acquisition Co. 10.4 First Amendment to Membership Interest Purchase Agreement, dated as ofJanuary 28, 2022 , by and among4Front Ventures Corp. , Kenneth V. Stevens, andMission Partners RE, LLC . 10.5 Promissory Note and Pledge Agreement, dated as ofJanuary 28, 2022 , between4Front Ventures Corp. andKenneth V. Stevens . 99.1 Press Release datedJanuary 31, 2022 .
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