ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Binding Letter of Intent to Acquire the Assets of Gear Bubble
On
As additional consideration for the purchase of the Acquired Assets, BRGO has also agreed to transfer to the Shareholders 49,000 of the 100,000 authorized shares of the Acquisition Sub, such that upon the Closing of the definitive Acquisition Agreement, 51% of the Acquisition Sub shall be owned by BRGO, and 49% of the Acquisition Sub shall be owned by the Gear Bubble Shareholders.
Under the terms of the LOI, the Gear Bubble Shareholders also have an opportunity to earn shares of BRGO common stock ("BRGO Incentive Common Shares") if certain revenue and net income benchmarks are met by Acquisition Sub in the three years following the Closing of the Acquisition Agreement.
In addition, the LOI requires that upon Closing of the Acquisition Agreement,
The foregoing descriptions of the Binding Letter of Intent herein are qualified by the terms of the full text of the Binding Letter of Intent attached hereto as Exhibit 10.1, and the terms thereof are incorporated herein by reference.
ITEM 7.01 - REGULATION FD DISCLOSURE.
On
In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in Exhibit 99.1 hereto are deemed to be "furnished" and shall not be deemed to be "filed" for purposes of the Exchange Act. The information set forth in Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Safe Harbor
This release may contain certain forward-looking statements regarding our prospective performance and strategies within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of our company, are generally identified by use of words "anticipate," "believe," "estimate," "expect," "intend," "plan," "project," "seek," "strive," "try," or future or conditional verbs such as "could," "may," "should," "will," "would," or similar expressions. Our ability to predict results or the actual effects of our plans or strategies is
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inherently uncertain. Accordingly, actual results may differ materially from
anticipated results. Some of the factors that could cause our actual results to
differ from our expectations or beliefs include, without limitation, the risks
discussed from time to time in our filings with the
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. The following exhibits are filed with this report:
Exhibit No. Description
10.1 Binding Letter of Intent datedMay 6, 2021 . 99.1 Press Release datedMay 12, 2021 .
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