Item 1.01. Entry into a Material Definitive Agreement.
On
Under the Merger Agreement, the Securityholders and COP Participants are
eligible to receive additional contingent consideration from the Company, which
would be paid with a combination of cash and Common Stock, based upon the
financial performance of PandoLogic in fiscal years 2021 (the "2021 Earn-Out
Amount) and 2022 (the "2022 Earn-Out Amount"), and subject to adjustments as set
forth in the Merger Agreement. The Company paid
On
In exchange for the Minimum 2022 Earn-Out Amount, the Amendment further provides that certain restrictive operational covenants and obligations of the Company shall terminate as of the date of the Amendment and for the early release of certain escrow funds to the Company and to the Paying Agent for further distribution to the Securityholders and COP Participants. The Amendment also provides for releases as to certain matters related to the Merger Agreement and the Amendment.
Assuming the Minimum Earn-Out Amount is paid as contemplated in the Amendment,
the overall consideration paid in connection with the Transactions under the
Merger Agreement, net of cash acquired, will be approximately
The foregoing descriptions of the Merger Agreement and the Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement and the Amendment, copies of which are filed herewith as Exhibits 2.1 and 2.2, respectively, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. 1 Calculated as the sum of$74.7 million in cash, net of cash acquired, and 2,233,187 shares of Common Stock valued using the closing stock price on each issuance date (or, with respect to Common Stock to be issued as part of the 2022 Earn-Out Amount, estimated as of the date of the Amendment) as follows: (i) 1,704,822 shares of Common Stock issued onSeptember 14, 2021 , the closing date of the Merger, (ii) 352,330 shares of Common Stock issued onMarch 31, 2022 , the date of determination of the 2021 Earn-Out Amount and (iii) 176,035 shares of Common Stock estimated to be issued for the Minimum 2022 Earn-Out Amount as of the date of the Amendment.
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EXHIBIT NO. DESCRIPTION 2.1 Agreement and Plan of Merger, dated as ofJuly 21, 2021 , by and amongVeritone, Inc. ,Melisandra Ltd. ,PandoLogic Ltd. andShareholder Representative Services, LLC , as the Securityholder Representative (incorporated by reference to Exhibit 2.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter endedJune 30, 2021 filed onAugust 5, 2021 ). 2.2 Amendment No. 1 to Agreement and Plan of Merger, datedSeptember 6, 2022 , by and betweenVeritone, Inc. andShareholder Representative Services, LLC . 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
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