NET ELEMENT Item 1.01 Entry into a Material Definitive Agreement.
On
Prior to the parties' execution and delivery of the Amendment, Section 8.1(b) of
the Merger Agreement provided that the Merger Agreement may be terminated and
the merger contemplated in the Merger Agreement (the "Merger") and other
transactions contemplated in the Merger Agreement may be abandoned at any time
prior to the merger effective time, notwithstanding any requisite approval and
adoption of this Agreement and the transactions contemplated in the Merger
Agreement by the shareholders of Mullen and/or the stockholders of the Company,
by either Company or Mullen if the merger effective time shall not have occurred
on or before
In addition, pursuant to the Amendment, the Company, Mullen and Merger Sub
agreed that, if the registration statement on Form S-4 (with the merger proxy
statement included as part of the prospectus) is not filed with
The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
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Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this communication may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can typically be identified by such words as "aim", "anticipate," "believe," "continue," "could," "estimate," "evolve," "expect," "forecast," "intend," "looking ahead," "may," "opinion," "plan," "possible," "potential," "project," "should," "will," and variations of such words and other similar expressions.
These forward-looking statements are only predictions based on current
expectations and assumptions and are inherently subject to risks and
uncertainties, some of which cannot be predicted or quantified. There are
important factors that could cause actual results to differ materially from the
results expressed or implied by forward-looking statements, including (i) the
risk factors set forth under "Risk Factors" in Part I, Item 1A of Insight's
Annual Report on Form 10-K for the fiscal year ended
• the failure to consummate or a delay in the consummation of the Merger and/or
the transactions contemplated in the Merger Agreement;
• the timing to consummate the Merger and/or the transactions contemplated in the
Merger Agreement;
• the risk that a condition to the consummation of the Merger and/or the
transactions contemplated in the Merger Agreement may not be satisfied or waived;
• the failure of the Company's stockholders to approve the Merger and/or the
transactions contemplated in the Merger Agreement;
• unexpected costs or liabilities in connection with the consummation of the
Merger and/or the transactions contemplated in the Merger Agreement;
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• operating costs, customer loss and business disruptions arising from the Merger
and/or the transactions contemplated in the Merger Agreement and the pendency or consummation thereof (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers), which may be greater than expected;
• uncertainties surrounding the transaction;
• other adverse economic, business, and/or competitive factors; and
• other risks to consummation of the transaction, including circumstances that
could give rise to the termination of the merger agreement and the risk that the transaction will not be consummated within the expected time period, without undue delay, cost or expense, or at all.
All forward-looking statements are qualified by, and should be considered in conjunction with, these cautionary statements. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which such statements are made. Except as required by applicable law, neither the Company nor Mullen undertakes any obligation to update forward-looking statements to reflect events or circumstances arising after such date.
Additional Information and Where to Find It
In connection with the Merger, the Company plans to file with the Commission
proxy statement on Schedule 14A (the "Proxy Statement"), the registration
statement on Form S-4, as well as other relevant materials regarding the Merger.
Following the filing of the definitive Proxy Statement and the registration
statement on Form S-4 with the
Participants in a Solicitation
The Company, its directors and officers and Mullen and its directors and
officers may be deemed to be, participants in the solicitation of proxies from
the Company's stockholders with respect to the Merger and other transactions
described in the Proxy Statement. Information about the Company's directors and
executive officers and their ownership of the Company's common stock is set
forth in the Company's Form 10-K filed with the Commission on April 30,
Item 9.01 Financial Statements and Exhibits (d) Exhibits
2.1 First Amendment dated as of
Merger, dated as of August 4, 2020 , among the Company, Mullen Acquisition,
Inc. and Mullen Technologies, Inc.
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