Item 1.02. Termination of a Material Definitive Agreement.
Concurrently with consummation of the Merger, that certain Loan and Security
Agreement dated as of
Item 2.01. Completion of Acquisition or Disposition of Assets.
On
At the effective time of the Merger (the "Effective Time"), each outstanding
share of common stock of the Company, par value
The description of the Merger Agreement and the Merger contained in this Item
2.01 does not purport to be complete and is subject to and qualified in its
entirety by reference to the full text of the Merger Agreement, which was filed
as Exhibit 2.1 to the Current Report on Form 8-K, filed by the Company with the
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the closing of the Merger, the Company notified the Nasdaq
Capital Market ("NASDAQ") on
2
Item 3.03. Material Modification to Rights of Security Holders.
Pursuant to the Merger Agreement, upon the Effective Time, each holder of Company Common Stock issued and outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of the Company (other than the right of holders of Company Common Stock to receive the Per Share Merger Consideration).
The information set forth above under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01. Change in Control of Registrant.
As a result of the completion of the Merger, a change in control of the Company
occurred, and the
The information set forth above under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the Merger, each of the members of the board of directors of the Company resigned as a director of the Company and from all committees of the board of directors on which he served, effective as of the Effective Time. Pursuant to the terms of the Merger Agreement, the members of the board of directors of MergerSub immediately prior to the Merger became the directors of the Company.
In connection with the Merger, the officers of the Company immediately prior to the completion of the Merger continued as officers of the Company following the completion of the Merger.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal
Year.
At the Effective Time, the certificate of incorporation of the Company and the by-laws of the Company were each amended and restated in their entirety as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference herein.
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 3.1 Amended and Restated Certificate of Incorporation ofSharpSpring, Inc. 3.2 By-Laws ofSharpSpring, Inc. 99.1 Press Release datedSeptember 1, 2021 3
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