Item 1.01. Entry into a Material Definitive Agreement.
The Asset Purchase Agreement
On
As consideration for the Asset Sale Transaction, Buyers agreed to (a) pay the
Company (i)
The transaction has been unanimously approved by the Company's board of
directors (the "Board") without participation of
In addition to the receipt of Stockholder Approval, the obligation of the
Company, on the one hand, and Buyers, on the other hand, to consummate the Asset
Sale Transaction is conditioned upon certain other customary closing conditions,
including the accuracy of the other party's representations and warranties as of
closing, subject, in certain instances, to certain materiality and other
thresholds, the performance by the other party of its obligations and covenants
under the Asset Purchase Agreement, the absence of any law or government order
of any nature that restrains, enjoins or otherwise prohibits, or has the effect
of restraining, enjoining or otherwise prohibiting, the Asset Sale Transaction
from being consummated, the absence of a material adverse effect with respect to
the Company, the Company having received evidence that Buyer Parent closed on
the second tranche of its
The Asset Purchase Agreement also contains representations, warranties, covenants, indemnification and termination rights of the applicable parties customary for transactions similar to those contemplated by the Asset Purchase Agreement. Such representations and warranties are made solely for purposes of the Asset Purchase Agreement and, in some cases, may be subject to qualifications and limitations agreed to by the parties in connection with the negotiated terms of the Asset Purchase Agreement and may have been qualified by disclosures that were made in connection with the parties' entry into the Asset Purchase Agreement.
2 . . .
Item 2.02. Results of Operations and Financial Condition.
The disclosure set forth in Item 7.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.02 Unregistered Sales of
As previously announced, on
The Company relied upon the exemptions from registration afforded by Regulation D under, and Section 4(a)(2) of, the Securities Act of 1933, as amended (the "Securities Act"), as transactions not involving any public offering.
Additionally,
Item 7.01 Regulation FD Disclosure.
On
3
--------------------------------------------------------------------------------
Item 8.01 Other Events. Voting and Support Agreements
Simultaneously with the execution of the Asset Purchase Agreement, Buyer Parent
entered into voting and support agreements (each, a "Voting and Support
Agreement") with each equityholder (and certain affiliates of any such
equityholder) of Buyer Parent or any subsidiary of Buyer Parent that is also a
shareholder of the Company, which shareholders collectively held approximately
21.3% of the total outstanding voting shares of the Company and include
Pursuant to the Voting and Support Agreements, each shareholder signatory thereto has agreed, with respect to all of the shares of the Company's common stock that such shareholder beneficially owns as of the date thereof or thereafter (the "Covered Stock"), to, among other things, (a) vote in favor of the Asset Sale Transaction; and (b) not transfer any such Covered Stock during the term of such Voting and Support Agreement. The Voting and Support Agreements will terminate upon the earlier of the termination of the Asset Purchase Agreement in accordance with its terms, the consummation of the closing of the Asset Sale Transaction, Buyer Parent's receipt of notice of a Cyclerion Adverse Recommendation Change, the mutual written consent of the parties thereto, and the entry into any amendment to the Asset Purchase Agreement without the prior written consent of the applicable shareholder that is materially adverse to such shareholder. The Company is an express third-party beneficiary of the Voting and Support Agreements.
The foregoing description of the Voting and Support Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Voting and Support Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K and the attached exhibits contain
"forward-looking statements" within the meaning of the federal securities laws.
These forward-looking statements include statements concerning our outlook for
the future, as well as other statements of beliefs, future plans and strategies
or anticipated events, and similar expressions concerning matters that are not
historical facts. These statements can be identified by the use of
forward-looking terminology such as "predicts," "believes," "potential,"
"continues," "estimates," "anticipates," "expects," "plans," "intends," "may,"
"could," "might," "will," "should," "positive," "projects," "targets,"
"optimistic," aims," or the negative thereof or other variations thereon or
other comparable terminology. The forward-looking statements included in this
Current Report on Form 8-K or the attached exhibits are based on management's
current expectations and assumptions about future events, which are inherently
subject to uncertainties, risks and changes in circumstances that are difficult
to predict and could cause actual results to differ materially from those
expressed in, or implied by, the forward-looking statements. These risks and
uncertainties include, but are not limited to, the following: our shareholders
failing to approve the Asset Sale Transaction; the failure of one or more
conditions to the closing of the Asset Sale Transaction to be satisfied or
waived by the applicable party; an increase in the anticipated amount of costs,
fees, expenses and other charges related to the Asset Purchase Agreement or
Asset Sale Transaction, including the expenses of any claims or litigation
seeking to challenge the transaction or disclosures in connection therewith or
recover any damages alleged to arise therefrom; expenses associated with the
potential exercise of appraisal rights and any related adjudication of the fair
value of our common stock; the occurrence of any event, change or other
circumstances that could give rise to the termination of the Asset Purchase
Agreement; risks arising from the diversion of management's attention from our
ongoing business operations; risks associated with our ability to monetize the
Retained Programs and/or to identify and realize business opportunities
following the Asset Sale Transaction; fluctuations in demand for our technology;
risks of losing key personnel, customers, distributors, or suppliers; protection
of the Company's intellectual property and government policies and regulations,
including, but not limited to those affecting the Company's industry; and the
matters discussed under "Item 1A. Risk Factors" of the Company's Annual Report
on Form 10-K for the fiscal year ended
4
--------------------------------------------------------------------------------
Additional Information and Where to Find It
This Current Report on Form 8-K may be deemed to be a solicitation of proxies
from the Company's shareholders in connection with the proposed transaction. In
connection with the proposed transaction, the Company intends to file a proxy
statement and relevant documents with respect to the special meeting to be held
in connection with the proposed transaction with the
Participants in the Solicitation
The Company and its directors and executive officers may, under
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description
2.1* Asset Purchase Agreement, dated as ofMay 11, 2023 , among the Company,JW Celtics Investment Corp. andJW Cycle Inc. 10.1 Form of Voting and Support Agreement 99.1 Press Release datedMay 11, 2023 , announcing the Asset Sale Transaction 99.2 Press Release datedMay 11, 2023 , announcing financial and operating results for the first quarter of 2023 104 Cover Page Interactive Data File
*Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
5
--------------------------------------------------------------------------------
© Edgar Online, source