Item 7.01 Regulation FD Disclosure.
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
into this Item 7.01 by reference is the investor presentation (the "Investor
Presentation") that will be used by
The Investor Presentation is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
This report contains forward-looking statements that involve risks and
uncertainties concerning the Company's proposed business combination with IGI
(the "Business Combination"), IGI's expected financial performance, as well as
its strategic and operational plans. Actual events or results may differ
materially from those described in this report due to a number of risks and
uncertainties. These risks and uncertainties could cause actual results or
outcomes to differ materially from those indicated by such forward
looking-statements. These risks and uncertainties include, but are not limited
to: (1) the occurrence of any event, change or other circumstances that could
give rise to the termination of the Business Combination Agreement; (2) the
outcome of any legal proceedings that may be instituted against the Company, IGI
or others following announcement of the Business Combination Agreement and the
transactions contemplated therein; (3) the inability to complete the
transactions contemplated by the Business Combination Agreement due to the
failure to obtain approval of the stockholders of the Company; (4) the inability
to complete the transactions contemplated by the Business Combination Agreement
due to the failure to obtain consents and approvals of IGI's shareholders and
investors; (5) delays in obtaining, adverse conditions contained in, or the
inability to obtain necessary regulatory approvals required to complete the
transactions contemplated by the Business Combination Agreement; (6) the risk
that the Business Combination disrupts current plans and operations as a result
of the announcement and consummation of the transactions described herein; (7)
the inability to recognize the anticipated benefits of the Business Combination;
(8) the ability to obtain or maintain the listing of IGI Holdings' securities on
NASDAQ following the Business Combination, including having the requisite number
of shareholders; (9) costs related to the Business Combination; (10) changes in
applicable laws or regulations; (11) the possibility that IGI or IGI Holdings
may be adversely affected by other economic, business, and/or competitive
factors; and (12) other risks and uncertainties indicated from time to time in
filings with the
Readers are referred to the most recent reports filed with the
Additional Information
IGI Holdings has filed with the
1
Participants in the Business Combination
The Company, IGI, IGI Holdings, and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from
the stockholders of the Company in connection with the Business Combination.
Information regarding the officers and directors of the Company is set forth in
the Company's annual report on Form 10-K, which was filed with the
Disclaimer
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits 99.1 Investor Presentation 2
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