Item 1.01 Entry into a Material Definitive Agreement.
OnJuly 18, 2021 ,Quantum Corporation ("Quantum"), entered into an Asset Purchase Agreement dated as ofJuly 18, 2021 (the "Purchase Agreement") with PV3 (anABC ) LLC, aDelaware limited liability company as assignee for the benefit ofPivot3, Inc. , aDelaware corporation ("Seller"), pursuant to which the parties agreed to consummate a sale (the "Transaction") of specified assets related to Seller's video surveillance business (collectively, the "Purchased Assets"). Under the terms of the Purchase Agreement, Quantum agreed to pay$5.0 million in cash and 459,720 shares of Quantum Common Stock for the Purchased Assets and to assume certain liabilities related to video surveillance business. The Buyer has also agreed to license to Quantum certain intellectual property rights related to the business. In connection with the Transaction, Quantum hired certain employees of Seller's video surveillance business. The parties consummated the Transaction onJuly 20, 2021 . The Company's issuance of the Common Stock under the terms of the Purchase Agreement was made in a private placement effected in reliance on the exemption from registration under the Securities Act of 1933, as amended (the "Securities Act") provided by Section 4(a)(2) of the Securities Act, Regulation D promulgated thereunder. The Company has agreed that it will file a Registration Statement on Form S-3 (or such other form as the Company is then eligible to use) to register the shares of Common Stock to be issued pursuant to the Purchase Agreement within 30 days of the Closing.
The Purchase Agreement also contained customary representations, warranties and covenants of the parties to the Purchase Agreement.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The Purchase Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the parties. The terms of the Purchase Agreement govern the contractual rights and relationships, and allocate risks, among the parties in relation to the transactions contemplated by the Purchase Agreement. In particular, the assertions embodied in the representations and warranties in the Purchase Agreement reflect negotiations between, and are solely for the benefit of, the parties thereto and may be limited, qualified or modified by a variety of factors, including: subsequent events, information included in public filings, disclosures made during negotiations, correspondence between the parties and in confidential disclosure schedules to the Purchase Agreement. Moreover, certain representations and warranties in the Purchase Agreement were used for the purpose of allocating risk between the parties rather than establishing matters as facts and may not describe the actual state of affairs at the date they were made or at any other time. Accordingly, you should not rely on the representations and warranties in the Purchase Agreement as characterizations of the actual state of facts about the parties.
On
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information provided above in "Item 1.01 - Entry into a Material Definitive Agreement" is incorporated herein by reference.
Item 3.02 Unregistered Sales of
The information provided above in "Item 1.01 - Entry into a Material Definitive Agreement" is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number Description 2.1 Asset Purchase Agreement datedJuly 18, 2021 by and between PV3 (anABC ) LLC, aDelaware limited liability company as assignee for the benefit ofPivot3, Inc. , aDelaware corporation, andQuantum Corporation .* 99.1 Press Release issued by Quantum
Corporation, dated
* Schedules and attachments to the Purchase Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules and attachments upon request by theSecurities and Exchange Commission .
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