Item 1.01. Entry into a Material Definitive Agreement.
On
The foregoing description of the Purchase Agreement does not purport to be a
complete description of the rights and obligations of the parties thereunder and
is qualified in its entirety by reference to the full text of such agreement, a
copy of which is attached hereto as Exhibit 2.1. The Purchase Agreement has been
included to provide investors and shareholders with information regarding the
terms of the Purchase Agreement and the transactions contemplated thereby. It is
not intended to provide any other factual information about the Company, IG
Systems or LMI. The representations, warranties and covenants contained in the
Purchase Agreement were made only as of specified dates for the purposes of the
Purchase Agreement, were solely for the benefit of the parties to the Purchase
Agreement and may be subject to qualifications and limitations agreed upon by
such parties. In particular, in reviewing the representations, warranties and
covenants contained in the Purchase Agreement and discussed in the foregoing
description, it is important to bear in mind that such representations,
warranties and covenants were negotiated with the principal purpose of
allocating risk between the parties, rather than establishing matters as facts.
Such representations, warranties and covenants may also be subject to a
contractual standard of materiality different from those generally applicable to
shareholders and reports and documents filed with the
In connection with the Acquisition, IG Systems entered into a First Amendment to
the Amended and Completely Restated Lease Agreement, dated
The Cochran Lease Amendment contain various terms and conditions including:
· IG Systems will have the option to extend the Cochran Lease for three
additional terms of five years each, and (assuming all three options to extend the term are exercised) the Cochran Lease expiresAugust 20 in accordance with the United States Consumer Price Index;
· For the Expansion Cochran Premises being added as part of the Cochran Lease
Amendment, IG Systems will make additional monthly lease payments in an amount equal to$23,975.75 until the beginning of an extension period (if exercised), after which such payments will be adjusted to equal the monthly lease payments applicable to the Existing Cochran Premises on a per-square-foot basis;
The foregoing description of the Cochran Lease Amendment is not complete and is qualified in its entirety by reference to the full text of the Cochran Lease Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report . . .
Item 2.01. Completion of Acquisition or Disposition of Assets.
Information concerning the closing of Acquisition set forth in Item 1.01 above is hereby incorporated into this Item 2.01 by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Information concerning the Purchase Agreement and the closing of the Acquisition thereunder and the Cochran Lease Amendment set forth in Item 1.01 above is hereby incorporated into this Item 2.03 by reference.
Item 7.01. Regulation FD Disclosure.
A copy of the press release announcing the Purchase Agreement and the closing of the Acquisition thereunder is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Such exhibit and the information set forth therein shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liability of that section and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of businesses acquired.
Not applicable
(b) Pro forma financial information.
Not applicable (c) Exhibits.
2.1 Asset Purchase Agreement, dated
10.1 First Amendment to the Amended and Completely Restated Lease Agreement
by and among
99.1 Press Release datedNovember 1, 2022 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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