Item 1.01 Entry into a Material Definitive Agreement
The information set forth below under Item 2.01 of this current report on Form 8-K with respect to the Warrant Agreement (as defined below) is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On
Upon consummation of the transactions contemplated by the Purchase Agreement (the "Closing"), the Company acquired all of Evrythng's outstanding share capital for the consideration described below and Evrythng became a wholly owned subsidiary of the Company (the "Acquisition").
Upon the Closing, the Company acquired all outstanding shares of Evrythng's
share capital in exchange for (i) aggregate initial consideration consisting of
771,810 shares of Common Stock of the Company, par value
The Company Warrants are issued pursuant to, and governed by, the terms of that
certain Warrant Agency Agreement, dated
Upon the Closing, the Company converted vested options to purchase Evrythng
capital shares that were held by
--------------------------------------------------------------------------------
economic value and vesting terms as the cancelled unvested options, within 45 days following the Closing, to the holders of unvested Evrythng options that remain employed by Evrythng at the time of grant.
The Company issued the shares of Company Common Stock and the Company Warrants described herein in reliance upon the exemptions from registration afforded by (i) Section 4(a)(2) and Rule 506 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and (ii) Regulation S promulgated under the Securities Act.
The foregoing summary of the Purchase Agreement, the Warrant Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement and the Warrant Agreement, each of which is filed as an exhibit to this Current Report on Form 8-K.
Item 3.02 Unregistered Sales of
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired. To the extent required, the Company will provide the financial statements required to be filed by Item 9.01(a) of Form 8-K by amendment to this Current Report on Form 8-K not later than 71 days after the date that this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information. To the extent required, the Company will provide the pro forma financial information required to be filed by Item 9.01(b) of Form 8-K by amendment to this Current Report on Form 8-K not later than 71 days after the date that this Current Report on Form 8-K is required to be filed.
(d) Exhibits. Exhibit No. Exhibit Description 2.1 Share Purchase Agreement, datedNovember 15, 2021 , by and amongDigimarc Corporation ,Evrythng Limited , the sellers party thereto, andFortis Advisors LLC , as the representative of the sellers. 10.1 Warrant Agency Agreement, datedJanuary 3, 2022 , betweenDigimarc Corporation andBroadridge Corporate Issuer Solutions, Inc. 99.1 Press Release, datedJanuary 3, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source