Item 1.01 Entry into a Material Definitive Agreement.
On
The Purchase Agreement contains customary representations, warranties and
covenants, including covenants relating to obtaining requisite regulatory
approvals, and indemnification provisions. The closing of the Transaction is
subject to satisfaction or waiver of certain conditions including, among other
things, (i) the accuracy of the representations and warranties, subject to
certain materiality qualifications, (ii) compliance by the parties with their
respective covenants, (iii) receipt of all regulatory approvals necessary to
consummate the Transaction, (iv) the consummation of transactions contemplated
by an Agreement and Plan of Merger among affiliates of NuLeaf and certain third
parties, and (v) no law or order preventing the Transaction. The Purchase
Agreement includes customary termination rights for
As of the date of the Purchase Agreement and the date of this Current Report on Form 8-K, there are no material relationships between the Company or any of its affiliates and NuLeaf, other than in respect of the Purchase Agreement and the current ownership of NuLeaf Reno and NuLeaf Sparks.
The description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference herein.
Safe Harbor Statement
Information provided in this Current Report on Form 8-K may contain statements
relating to current expectations, estimates, forecasts and projections about
future events that are "forward-looking statements" as defined in the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
generally relate to the Company's plans, objectives and expectations for future
operations and are based upon management's current estimates and projections of
future results or trends. Actual future results may differ materially from those
projected as a result of certain risks and uncertainties. For a discussion of
such risks and uncertainties, see "Risk Factors" as described in the Company's
Annual Report on Form 10-K filed with the
These forward-looking statements are made only as of the date hereof, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. 2.1 Membership Interest Purchase Agreement, dated as ofNovember 17, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document). 2
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