TIMIBO LLC entered into a asset purchase agreement to acquire In-store marketing business from Insignia Systems, Inc. (NasdaqCM:ISIG) for $3.5 million on May 24, 2023.The purchase price is subject to a post-closing adjustment depending on the net balance of (i) cash received by us for programs that remained unexecuted as of August 3, 2023, minus (ii) the payments we made to vendors for unexecuted programs. The buyer and seller are entitled to pay the termination fee of $0.175 million in case of termination. Additionally, Insignia has agreed to reimburse Buyer for up to $0.1 million for actual out-of-pocket expenses and fees paid or payable. The transaction was unanimously approved by the board of directors of buyer and seller.

The transaction is subjected to the seller's shareholder approval. The transaction is expected to close on or around July-August 2023. Jeffrey Saunders of Cozen O'Connor acted as legal advisor to TIMIBO LLC.

W. Morgan Burns and Joshua L. Colburn of Faegre Drinker Biddle & Reath LLP acted as legal advisor to Insignia Systems.