Item 3.02 Unregistered Sales of Equity Securities.
The information provided in Item 8.01 of this Current Report on Form 8-K is
hereby incorporated by reference into this Item 3.02. The Shares (as defined
below) were issued to the Sellers (as defined below) pursuant to the exemption
from registration requirements of Securities Act of 1933, as amended (the
"Securities Act"), provided under Section 4(a)(2) and Regulation D promulgated
thereunder or Regulation S promulgated thereunder, as applicable.
Item 7.01 Regulation FD Disclosures.
On September 22, 2022, IMAX Corporation (the "Company") issued a press release
announcing the acquisition of SSIMWAVE Inc. ("SSIMWAVE"). A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
On and after September 22, 2022, representatives of the Company and SSIMWAVE
will share information about the transaction to various investors. The materials
will include the slides attached hereto as Exhibit 99.2 and incorporated herein
by reference.
The information in this Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1 and Exhibit 99.2 attached hereto, shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act, except as shall be
expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On September 22, 2022 (the "Closing Date"), the Company acquired 100% of the
issued and outstanding shares of SSIMWAVE (the "Acquisition") pursuant to a
share purchase agreement, dated as of September 22, 2022, by and among the
Company, SSIMWAVE, the sellers parties thereto (the "Sellers"), and Abdul
Rehman, an individual, solely in his capacity as the initial representative.
SSIMWAVE provides perceptual quality measurement and optimization solutions
based on artificial intelligence technologies for leading media and
entertainment companies. Following the Acquisition, SSIMWAVE became a
wholly-owned subsidiary of the Company.
As consideration for the Acquisition, on the Closing Date, the Company paid to
the Sellers approximately $18,500,000 in cash, subject to customary adjustments,
and issued to the Sellers 160,547 common shares, no par value of the Company
(the "Shares"), which were valued at approximately $2,500,000 in the aggregate
based on a volume weighted average price over 15 consecutive trading days ending
on (and including) September 16, 2022. In addition, certain Sellers will be
eligible to receive additional earn-out payments from the Company valued in an
aggregate amount up to $2,000,000 in cash, contingent upon and following the
achievement of certain commercial and financial milestones by specified time
periods. Following the Acquisition, all 39 employees of SSIMWAVE will continue
their employment with SSIMWAVE (the "Employees"). Certain Employees will be
eligible for a one-time employee bonus plan in an aggregate amount up to
$2,000,000 in cash, contingent upon and following the achievement of certain
commercial and financial milestones by specified time periods.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release dated September 22, 2022.
99.2 Investor Materials.
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