CYNERGISTEK, INC. Item 8.01 Other Events.
Demand Letters Related to the Merger
On
Between
Supplement to Proxy Statement
The following supplemental disclosures should be reviewed in conjunction with the disclosures in the Proxy Statement, which should be carefully read in its entirety. To the extent information set forth herein differs from or updates information contained in the Proxy Statement, the information contained herein supersedes the information contained in the Proxy Statement. Any defined terms used but not defined herein have the meanings set forth in the Proxy Statement.
The below supplemental disclosure replaces the first full paragraph on page 33 of the Proxy Statement under the heading "The Merger-Background of the Merger"
During the period between
In addition, under the terms of the amended and restated engagement letter,
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The below supplemental disclosure follows the second full paragraph on page 47 of the Proxy Statement under the heading "The Merger-Opinion of Craig Hallum Capital Group LLC-Analysis of Comparable Publicly Traded Companies"
EV / Revenue
LTM 2022 2023
Cross Country Healthcare, Inc. (CCRN) 0.4x 0.3x 0.4x The Hackett Group, Inc. (HCKT)
2.1x 2.0x 1.8x
Resources Connection, Inc. (RGP) 0.7x 0.6x NA NNIT A/S (CPSE: NNIT)
0.7x 0.7x 0.7x
Computer Task Group, Incorporated (CTG) 0.3x 0.3x 0.2x
Smart Employee Benefits Inc. (TSXV:SEB) 0.9x NA
0.5x NA NA
The below supplemental disclosure follows the first full paragraph on page 50 of
the Proxy Statement under the heading "The Merger-Opinion of
Terminal value assumptions are calculated by taking the range of LTM Revenue and LTM EBITDA multiples, as referenced in this Discounted Cash Flow Analysis section, and multiplying those ranges with estimated 2026 Revenue and 2026 Adjusted EBITDA as estimated by management.
($ in millions)
Assumption
CTEK Net Debt1 $(0.8)
Share Count 13.9
(1)CTEK Net Debt includes an earnout liability which is not a traditional debt instrument.
The below supplemental disclosure replaces the fifth full paragraph on page 50 of the Proxy Statement under the heading "The Merger-Opinion of Craig Hallum Capital Group LLC-Miscellaneous"
Under the terms of an amended engagement letter dated
The below supplemental disclosure follows the sixth full paragraph on page 50 of the Proxy Statement under the heading "The Merger-Opinion of Craig Hallum Capital Group LLC-Miscellaneous"
The following table sets forth the total amount of fees paid by
Compensation
2019 Fairness Opinion $165,000.00
October 2020 ATM Offering $60,821.37
September 2021 ATM Offering $43,011.75
Total Compensation $269,833.12 --------------------------------------------------------------------------------
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Additional Information and Where to Find It
In connection with the proposed Merger, the Company has filed with the
Stockholders may obtain a free copy of the Proxy Statement and any amendments or
supplements thereto and other documents filed by the Company (when they become
available) at the
Participants in the Solicitation
The Company and its directors, executive officers and other members of its
management and employees may be deemed to be participants in the solicitation of
proxies from its stockholders in connection with the proposed Merger. A list of
the names of such directors and executive officers, information concerning such
participants' ownership of the Company's common stock, and any direct or
indirect interest they have in the proposed Merger (by security holdings or
otherwise) is set forth in the Proxy Statement. Additional information about
the direct or indirect interests of those participants may be included in other
documents filed with the
Cautionary Note Regarding Forward Looking Statements
Statements made in this supplement that are not historical facts and any
statements about future expectations, plans, and prospects for the Company,
including statements containing the words "believes," "will," "anticipates,"
"plans," "expects," and similar expressions, constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Actual results may differ materially from those indicated by such
forward-looking statements as a result of various important factors, including
the risk that the proposed Merger may not be completed in a timely manner, or at
all, which may adversely affect the Company's business and the price of its
common stock; the failure to satisfy all of the closing conditions of the
proposed Merger, including the approval of the Merger Agreement by the Company's
stockholders; the occurrence of any event, change or other circumstance that
could give rise to the termination of the Merger Agreement; the effect of the
announcement or pendency of the proposed Merger on the Company's business,
operating results, and relationships with customers, suppliers, competitors and
others; risks that the proposed Merger may disrupt the Company's current plans
and business operations; potential difficulties retaining employees as a result
of the proposed Merger; risks related to the diverting of management's attention
from the Company's ongoing business operations; the outcome of any legal
proceedings that may be instituted against the Company related to the Merger
Agreement or the proposed Merger; risks relating to product development and
commercialization, limited demand for the Company's products and services,
limited number of customers, risks associated with competition, uncertainties
associated with regulatory agency approvals, competitive pricing pressures,
downturns in the economy, acquisition-related risks; and other factors discussed
in the Company's most recent quarterly and annual reports filed with the
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