Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth under the Introductory Note is incorporated by reference into this Item 2.01.
At the Effective Time, each share of common stock, par value
At the Effective Time, each Company stock option, whether vested or unvested and
whether with an exercise price per share greater or less than, or equal to,
The aggregate consideration used by Parent to consummate the Merger (including
the funds required to pay for all equity securities of the Company in connection
with the Merger) was approximately
The foregoing description of the effects of the Merger and the Merger Agreement,
and the transactions contemplated thereby, does not purport to be complete and
is subject to, and qualified in its entirety by reference to, the full text of
the Merger Agreement. A copy of the Merger Agreement was attached as Exhibit 2.1
to the Company's Current Report on Form 8-K filed with the
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in the Introductory Note and under Item 2.01 is incorporated by reference into this Item 2.03.
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The Parent and Merger Sub entered into the Loan Facility with
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in the Introductory Note and under Item 2.01 is incorporated by reference into this Item 3.01.
In connection with the completion of the Merger, the Company notified the
Additionally, the Company intends to file with the
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and under Items 2.01, 3.01 and 5.03 is incorporated by reference into this Item 3.03.
In connection with the completion of the Merger, at the Effective Time, each outstanding share of the Common Stock (except as described in Item 2.01) was converted into the right to receive the Merger Consideration pursuant to the Merger Agreement as set forth under Item 2.01, and holders of such Common Stock ceased to have any rights as stockholders of the Company, except as provided in the Merger Agreement or by applicable law.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Effective Time, the amended and restated certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety. A copy of such amended and restated certificate of incorporation is attached hereto as Exhibit 3.1 and is incorporated by reference into this Item 5.03.
At the Effective Time, the amended and restated bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety. A copy of such amended and restated bylaws is attached hereto as Exhibit 3.2 and is incorporated by reference into this Item 5.03.
Item 8.01 Other Events.
On
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description
2.1 Agreement and Plan of Merger, dated as ofApril 8, 2020 , by and amongAsta Finance Acquisition, Inc. ,Asta Finance Acquisition Sub Inc. andAsta Funding, Inc. (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed with theSEC onApril 9, 2020 ). 2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as ofJune 25, 2020 , by and amongAsta Finance Acquisition, Inc. ,Asta Finance Acquisition Sub Inc. andAsta Funding, Inc. (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed with theSEC onJune 25, 2020 ). 3.1 Amended and Restated Certificate of Incorporation ofAsta Funding, Inc. 3.2 Amended and Restated Bylaws ofAsta Funding, Inc. 99.1 Press Release, datedSeptember 29, 2020 . 4
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