Item 2.01. Completion of Acquisition or Disposition of Assets
On
Pursuant to the Purchase Agreement, the Company paid approximately
The foregoing description of the Acquisition is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached as Exhibit 2.1 and incorporated herein by reference.
The representations, warranties and covenants of the Company and the Sellers contained in the Purchase Agreement have been made solely for the benefit of the parties thereto. In addition, such representations, warranties and covenants (a) have been made only for purposes of the Purchase Agreement, (b) have been qualified by confidential disclosures made in the disclosure schedules delivered in connection with the Purchase Agreement, (c) are subject to materiality qualifications contained in the Purchase Agreement, which may differ from what may be viewed as material by investors, (d) were made only as of the date of the Purchase Agreement or such other date as is specified in the Purchase Agreement and (e) have been included in the Purchase Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as fact. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of the Purchase Agreement, and not to provide investors with any other factual information regarding the Company, Spectrum or their respective businesses. Investors should not rely on the representations, warranties or covenants, or any descriptions thereof, as characterizations of the actual state of facts or condition of the Company, Spectrum or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.
The Company has determined that the Acquisition was not significant under Section 11-01(b) of Regulation S-X and that such financial statements and pro forma financial statements are therefore not required to be filed.
Item 3.02. Unregistered Sales of
The information required to be reported under this Item is incorporated by reference to Item 2.01 of this Current Report on Form 8-K.
The Closing Shares were, and the Deferred Shares will be, issued by the Company to the Sellers in reliance upon on Section 4(a)(2) of the Securities Act. Each Seller represented that they are an "accredited investor" and will acquire the Closing Shares and Deferred Shares for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof.
Item 9.01. Financial Statements and Exhibits
2.1 Share Purchase Agreement, dated as ofDecember 30, 2021 by and amongAllied Motion Technologies Inc. and the shareholders ofSpectrum Controls, Inc. (filed herewith)
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in
Exhibit 101).
© Edgar Online, source