MERION, INC. Item 1.01 Entry into a Material Definitive Agreement
On
Pursuant to the Agreements, the Creditors agreed to sell and transfer all of
their rights, titles, and interests in the debts owed by the Company in an
aggregate amount of
The representations, warranties and covenants contained in the Agreements were made solely for the benefit of the parties to the Agreements. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Agreements and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by shareholders of, or other investors in, the Company. Accordingly, the form of the Agreements is filed with this report only to provide investors with information regarding the terms of transactions, and not to provide investors with any other factual information regarding the Company. Shareholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the respective dates of the Agreements, which subsequent information may or may not be fully reflected in public disclosures.
The form of Debt Sale Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the Agreements is subject to, and qualified in its entirety by the form of Debt Sale Agreement, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Exhibit Title or Description 10.1 Form of Debt Sale Agreement by and betweenMerion, Inc. and Creditors. 2
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