Item 1.01 Entry into a Material Definitive Agreement
On
In addition, in order to pay-down and refinance certain loans previously made to
Curiosity by certain Sellers, the Company will contribute to Curiosity
Further, the Sellers may receive additional consideration for the Purchased
Interests of up to an additional
The consummation of the transactions contemplated by the Purchase Agreement is subject to certain closing conditions and deliveries. Following the Acquisition, the Company will own 80% and the Sellers will, collectively, own 20% of Curiosity.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such document, a copy of which is attached to this report as Exhibit 10.1 and incorporated herein by reference
Item 3.02 Unregistered Sales of
On
The issuance of the Bonus Shares is exempt from registration under Section 4(a)(2) under of the Securities Act of 1933, as amended (the "Securities Act"), as a transaction by an issuer not involving a public offering.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Reference is made to the disclosure set forth under Item 3.02 above, which disclosure is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On
2
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing of ours under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Form 8-K in such filing.
Cautionary Statements
This filing includes "forward-looking statements." All statements other than
statements of historical facts included or incorporated herein may constitute
forward-looking statements. Actual results could vary significantly from those
expressed or implied in such statements and are subject to a number of risks and
uncertainties. Although the Company believes that the expectations reflected in
the forward-looking statements are reasonable, the Company can give no assurance
that such expectations will prove to be correct. The forward-looking statements
involve risks and uncertainties that affect the Company's operations, financial
performance, and other factors as discussed in the Company's filings with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description of Exhibit 10.1 Membership Interest Purchase Agreement, datedJuly 29, 2021 , by and among the Company, Curiosity and the Sellers 99.1 Press Release, datedJuly 29, 2021 3
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