Item 7.01 Regulation FD Disclosure.
The Company is furnishing certain information regarding its business, some of which has not been previously reported, derived from the confidential preliminary offering memorandum that is being circulated in connection with the offering of the Notes described in Item 8.01. This information is included in Exhibit 99.5. This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.
On
Neither this Current Report on Form 8-K nor the press release constitutes an offer to sell, or the solicitation of an offer to buy, the Notes or the common shares of the Company, if any, issuable upon conversion of the Notes.
Item 9.01 Financial Statements and Exhibits.
(a)Financial Statements of Businesses or Funds Acquired.
Audited consolidated financial statements of
1.
period from
2. Unaudited consolidated financial statements of
and for the three and six months ended
(b)Pro Forma Financial Information.
Unaudited pro forma condensed combined financial statements of the Company,
1.
Inc.is filed as Exhibit 99.1 to this Current Report on Form 8-K. (d)Exhibits
The following exhibits are being filed as part of this report:
Exhibit No. Description
99.1 Press release datedSeptember 21, 2021 99.2 Audited consolidated financial statements ofEnvigo RMS Holding Corp. as ofDecember 31, 2020 and 2019 and for the year endedDecember 31, 2020 and the period fromJune 3, 2019 toDecember 31, 2019 99.3 Unaudited consolidated financial statements ofEnvigo RMS Holding Corp. as of and for the three and six months endedJune 30, 2021 and 2020 99.4 Unaudited pro forma condensed combined financial statements of the Company,Envigo RMS Holding Corp. ,Bolder BioPath, Inc. andHistoTox Laboratories, Inc. 99.5 Excerpts from Confidential Preliminary Offering Memorandum circulated in connection with Notes offering* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). *Furnished, not filed.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K, including the exhibits hereto, contains
forward-looking statements that involve risks and uncertainties. Those
statements may include, but are not limited to, discussions regarding our
intent, belief or current expectations with respect to (i) our strategic plans;
(ii) trends in the demand for our products and services; (iii) trends in the
industries that consume our products and services; (iv) our ability to develop
new products and services; (v) our ability to make capital expenditures and
finance operations; (vi) global economic conditions, especially as they impact
our markets; (vii) our cash position; (viii) our ability to effectively
integrate the operations and personnel related to recent acquisitions; (ix) our
ability to effectively manage current expansion efforts in in
All statements, other than statements of historical facts, are forward-looking statements. The words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make.
Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. You should not rely upon forward-looking statements as predictions of future events. Unless required by law, we will not undertake and we specifically disclaim any obligation to release publicly the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of events, whether or not anticipated. In that
respect, we wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made.
This Report may include statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe these industry publications and third-party research, surveys and studies are reliable, we have not independently verified such data.
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