Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the Amendment, the parties to the Amendment and the Restated Merger
Agreement amended (i) subsection (c) of Section 1.04 of the Restated Merger
Agreement and Exhibit F to the Restated Merger Agreement that contains the
proposed amendment and restatement of the Company's certificate of incorporation
(the "Parent COI Amendment") to provide that Series A Preferred Stock will have
the liquidation preference of
The foregoing description of the Amendment and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
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 of the Company to effectuate the Private Placement or the
Divestiture anticipated to consummate the Merger and/or the transactions contemplated in the Restated Merger Agreement;
• the failure of the Company to obtain the listing of the Company shares of
common stock on the Nasdaq Capital Market after the change of control due to the Merger;
• the failure to consummate or a delay in the consummation of the Merger and/or
the transactions contemplated in the Restated Merger Agreement for other reasons;
• the timing to consummate the Merger and/or the transactions contemplated in the
Restated Merger Agreement;
• the risk that a condition to the consummation of the Merger and/or the
transactions contemplated in the Restated Merger Agreement may not be satisfied or waived; 2
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• the failure of the Company's stockholders to approve the Merger and/or the
transactions contemplated in the Restated Merger Agreement;
• unexpected costs or liabilities in connection with the consummation of the
Merger and/or the transactions contemplated in the Restated Merger Agreement;
• operating costs, customer loss and business disruptions arising from the Merger
and/or the transactions contemplated in the Restated 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 Restated 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 has filed 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
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
2.1 First Amendment, dated as of
Restated Agreement and Plan of Merger, dated as ofJuly 16, 2021 , amongNet Element, Inc. ,Mullen Technologies, Inc. ,Mullen Acquisition, Inc. andMullen Automotive, Inc.
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