Item 1.01 Entry into a Material Definitive Agreement.
On
A portion of the consideration is comprised of shares of common stock of the
Company, par value
The Purchase Agreement contains certain customary representations, warranties and covenants, including representations and warranties by the Sellers with respect to MicaSense's business, operations and financial condition. The Purchase Agreement also includes post-closing covenants relating to the confidentiality and employee non-solicitation obligations of the Sellers, and the agreement of the Sellers not to compete with certain aspects of the business of MicaSense following the closing of the transaction. The completion of the transactions contemplated by the Purchase Agreement is subject to customary closing conditions, including, among others: (i) the absence of a material adverse effect on MicaSense, (ii) the delivery by the parties of certain ancillary documents, including the Registration Rights Agreement, and (iii) the execution by a key employee of MicaSense of an employment agreement. Subject to certain limitations, each of the parties will be indemnified for damages resulting from third party claims and breaches of the parties' respective representations, warranties and covenants in the Purchase Agreement.
A copy of the Purchase Agreement and the Registration Rights Agreement is attached hereto as Exhibit 10.1 and 10.2, respectively, and are incorporated herein by reference. The foregoing summary of the terms of the Purchase Agreement and the Registration Rights Agreement are subject to, and qualified in its entirety by, such documents.
On
Item 2.01 Completion of Acquisition of Disposition of Assets.
The disclosures in Item 1.01 above relating to the entry into the Purchase Agreement in connection with the acquisition of MicaSense are incorporated by reference into this Item 2.01.
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Item 3.02 Unregistered Sales of
The Shares issuable to the Sellers will be issued in reliance upon the exemption
from registration provided by Section 4(a)(2) of the Securities Act of 1933, as
amended (the "Securities Act"), to a limited number of persons who are
"accredited investors" or "sophisticated persons" as those terms are defined in
Rule 501 of Regulation D promulgated by the
To the extent required by Item 3.02 of Form 8-K, the disclosure set forth in Item 1.01 relating to the issuance of the Shares in connection with the acquisition of MicaSense is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The Company intends to file the financial statements required to be filed pursuant to Item 9.01(a) of Form 8-K by amendment to this report not later than 71 calendar days after the date this report is required to be filed.
(b) Pro Forma Financial Information.
The Company intends to file the pro forma financial information required to be filed pursuant to Item 9.01(b) of Form 8-K by amendment to this report not later than 71 calendar days after the date this report is required to be filed.
(d) Exhibits Exhibit No. Description 10.1 Stock Purchase Agreement, dated as ofJanuary 26, 2021 , by and among Parrot Drones S.A.S.,Justin B. McAllister ,AgEagle Aerial Systems Inc. andAgEagle Sensor Systems, Inc. 10.2 Registration Rights Agreement, dated as ofJanuary 27, 2021 , by and among Parrot Drones S.A.S.,Justin B. McAllister ,AgEagle Aerial Systems Inc. andAgEagle Sensor Systems, Inc. 99.1 Press Release datedJanuary 27, 2021 . 3
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