Item 8.01 Other Events
Term Sheet -
On
The terms of the proposed transaction must be set forth in a definitive
agreement. There are no assurances that we will be successful in negotiating an
acceptable definitive agreement, when or whether a definitive agreement will be
reached between the parties, or that the proposed purchase will be consummated.
Even if a definitive agreement is executed, the terms of the proposed purchase
may change materially from the terms set forth in the Term Sheet. There will be
many conditions to closing, 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 will occur, even if the parties successfully
negotiate and sign a definitive agreement. In addition, the Term Sheet requires
that the Company raise at least
Closing of the acquisition of XCR is subject to a number of conditions, including but not limited to the completion of due diligence investigation of XCR by the Company that is acceptable to the Company, execution of 10-for-1 reverse split of the Company's common stock, execution of definitive acquisition documents, obtaining necessary third-party approvals, including approvals by the boards and majority stockholders of both XCR and the Company, and completion of all necessary securities filings. The Company is currently engaged in due diligence of XCR and has not yet started to negotiate a definitive agreement for the proposed acquisition.
The foregoing description of the Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Sheet, which is attached as Exhibit 10.12 to this Current Report on Form 8-K and incorporated in this Item 8.01 by reference.
Any equity securities that may be issued in the private placement will not be
registered under the Securities Act of 1933, as amended, or applicable state
laws and may not be offered or sold in
Item 9.01 Financial Statements and Exhibits
Exhibits Exhibit Description No.
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10.12Non-binding Term Sheet for
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