Item 1.01 Entry into a Material Definitive Agreement.
Execution of Agreement and Plan of Merger -
On
There will be many conditions to closing of the Merger Agreement, many of which are outside of the parties' control and we cannot predict whether these conditions will be satisfied. There are no assurances when or if closing of the merger as set out in the Merger Agreement will occur.
Closing of the acquisition of XCR is subject to a number of conditions,
including but not limited to approval of the Company's stockholders, providing
required stockholder information and notice, the completion, filing and
clearance of all necessary state and securities filings. The parties must also
create and execute several exhibits and schedules, including formation of a
merger subsidiary, Certificate of Merger, Articles of Merger and Disclosure
Schedules for both the Company and XCR. The Merger Agreement requires that the
Company raise
The foregoing description of the Merger Agreement and its exhibits and schedules does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, attached as Exhibit 10.13 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.
Any equity securities that may be issued in the Company's capital raise to
complete the Merger Agreement or fulfill the obligations stemming from it will
not be registered at the time of issuance under the Securities Act of 1933, as
amended, or applicable state laws and may not be offered or sold in
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