Item 7.01. Regulation FD Disclosure.
On
Completion of the transaction is subject to, among other matters, the completion of due diligence, the negotiation of a definitive agreement providing for the transaction, satisfaction of the conditions negotiated therein and approval of the transaction by the Company's stockholders. Accordingly, there can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibit 99.1.
Forward-Looking Statements
Certain statements made herein are "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements may be identified by the use of
words such as "anticipate", "believe", "expect", "estimate", "plan", "outlook",
and "project" and other similar expressions that predict or indicate future
events or trends or that are not statements of historical matters. These
forward-looking statements reflect the current analysis of existing information
and are subject to various risks and uncertainties. As a result, caution must be
exercised in relying on forward-looking statements. Due to known and unknown
risks, actual results may differ materially from the Company's expectations or
projections. The following factors, among others, could cause actual results to
differ materially from those described in these forward-looking statements: the
occurrence of any event, change or other circumstances that could give rise to
the terms of the Letter of Intent not hereafter being reflected in a definitive
agreement; the ability of the Company to meet Nasdaq listing standards following
the transaction and in connection with the consummation thereof; the inability
to complete the transactions contemplated by the Letter of Intent and any
definitive agreement entered into by the parties due to the failure to obtain
approval of the stockholders of the Company or other reasons; the failure to
obtain the necessary financing for the transaction; the failure to meet
projected development and production targets; costs related to the proposed
transaction; changes in applicable laws or regulations; the ability of the
combined company to meet its financial and strategic goals, due to, among other
things, competition, the ability of the combined company to pursue a growth
strategy and manage growth profitability; the possibility that the combined
company may be adversely affected by other economic, business, and/or
competitive factors; the effect of the COVID-19 pandemic on the Company and the
target and their ability to enter into a definitive agreement for the
transaction or to consummate the transaction; and other risks and uncertainties
described herein, as well as those risks and uncertainties discussed from time
to time in other reports and other public filings with the
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Additional information concerning these and other factors that may impact the
Company's expectations and projections can be found in the Company's periodic
filings with the
Additional Information about the Transaction and Where to Find It
In connection with the proposed transaction, the Company intends to file a
preliminary proxy statement with the
Participants in Solicitation
The Company and the target company and their respective directors, executive
officers and other members of their management and employees, under
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 99.1 Press Release, datedSeptember 22, 2020 .
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