Item 2.01 Completion of Acquisition or Disposition of Assets.
On
Pursuant to the terms of the Asset Purchase Agreement, at the Closing, Buyer
paid to NSENA cash consideration of
At Closing each of the Key Employees executed an At-Will Employment,
Confidential Information, Non-Compete/ Non-Solicitation, Invention Assignment,
and Arbitration Agreement (the "Non-Compete Agreement") and the Key Employees
were issued service-based stock options exercisable for an aggregate of 150,000
shares of the Company's common stock exercisable for ten years at
The foregoing description of the terms of the Asset Purchase Agreement and Non-Compete Agreements do not purport to be complete and is subject to, and is qualified in its entirety by reference to the agreements which are filed as Exhibits 2.1 and 2.2, respectively, to this report.
The Asset Purchase Agreement has been filed as Exhibit 2.1 to this report to provide investors and securities holders with information regarding its terms. It is not intended to provide any other factual information about the parties to the Asset Purchase Agreement or the business acquired. The Asset Purchase Agreement contains representations and warranties that the parties to the Asset Purchase Agreement made solely for the benefit of each other. The assertions embodied in such representations and warranties are qualified by information contained in confidential disclosure schedules that the parties exchanged in connection with signing the Asset Purchase Agreement. In addition, these representations and warranties (i) may be intended not as statements of fact, but rather as a way of allocating risk to one of the parties if those statements prove to be inaccurate, (ii) may apply materiality standards different from what may be viewed as material to investors and securities holders, and (iii) were made only as of the date of the Asset Purchase Agreement or as of such other date or dates as may be specified in the Asset Purchase Agreement. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the Asset Purchase Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures. Investors and securities holders are urged not to rely on such representations and warranties as characterizations of the actual state of facts or circumstances at this time or any other time.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Reference is made to Item 2.01 for a description of the minimum future
installment obligations aggregating
Item 7.01 Regulation FD Disclosure
On
The information set forth in or incorporated by reference into this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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