Item 3.02 Unregistered Sales of
On
The summary of the SPA in this Current Report on Form 8-K is qualified by reference to the full text of the SPA, which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
The SPA has been attached as an exhibit to this report to provide investors and security holders with information regarding its terms. It is not intended to provide any other information about the Company or its subsidiaries and affiliates. The representations, warranties and covenants contained in the SPA were made only for purposes of the SPA and as of a specific date, are solely for the benefit of the parties to the SPA, may be subject to limitations agreed upon by the respective parties, and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors. Investors should not rely on the representations, warranties or covenants or any description thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the SPA, which subsequent information may or may not be fully reflected in public disclosures by the Company or its subsidiaries or affiliates.
Item 7.01 Regulation FD Disclosure.
Attached hereto as Exhibit 99.1 is a press release issued by the Company on
The information under Item 7.01 (including Exhibit 99.1) is furnished pursuant to Item 7.01 and shall not be deemed filed for purposes of Section 18 of the Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference into any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Forward-Looking Statements
This communication may contain certain "forward-looking statements" within the
meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act,
and the Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by words such as "expect," "anticipate," "believe,"
"intend," "estimate," "plan," "target," "goal," or similar expressions, or
future or conditional verbs such as "will," "may," "might," "should," "would,"
"could," or similar variations. These statements are based on the beliefs and
assumptions of the management of the Company based on information currently
available to management. Such forward-looking statements include, but are not
limited to, certain plans, expectations, goals, projections, and statements
about the benefits of the transactions. Such forward-looking statements are
subject to risks, uncertainties and other factors that could cause actual
results to differ materially from future results expressed or implied by such
forward-looking statements. While there is no assurance that any list of risks
and uncertainties or risk factors is complete, below are certain factors which
could cause actual results to differ materially from those contained or implied
in the forward-looking statements including: risks related to the SPA; risk
related to the integration of
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Number Description 10.1* Stock Purchase Agreement, datedMarch 14, 2022 , by and betweenLiberated Syndication, Inc. and the purchasers set forth therein. 99.1 Press Release, datedMarch 15, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K.
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