Item 1.01 Entry into Material Definitive Agreement.
On
Score is a duly incorporated
Fision will have 70 days from the signing of this MOU to conduct its due diligence into the operations and finances of Score, in which Score and Carmona will fully cooperate and deliver to Fision or its representative all information about Score Fision or its representatives may request.
The closing of the transaction will be contingent on: i) the satisfactory completion of due diligence as determined by Fision in its sole and absolute discretion; ii) the presentation by Score to Fision of its audited financials satisfactory to Fision's auditors in their sole and absolute discretion; and iii) closing will occur within five (5) business days of the satisfaction of the conditions set forth.
In consideration for the purchase of the Score stock, Fision will issue to
Carmona at closing a Senior Secured Promissory Note for
After Closing, Carmona will become a member of the Board of Directors of Fision
and serve as its Chief Operating Officer. His sole compensation for these
services will be
Upon closing Fision will provide, make available to, or invest in our
subsidiary, Score, no less than
This MOU is not assignable or delegable by Carmona or Score. Fision may assign its rights under this MOU to a person or entity that is an affiliate or a successor in interest to substantially all of Fision's business operations. Upon such assignment, the rights and obligations of Fision hereunder will become the rights and obligations of such affiliate or successor person or entity.
The foregoing description of the transaction does not purport to be complete and
is qualified in its entirety by reference to the Memorandum of Understanding,
which is filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed
on
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Memorandum of Understanding 3
Cautionary Statements Regarding Forward-Looking Information
This Current Report on Form 8-K includes "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as "believes," "expects," "intends," "plans," "estimates," "assumes," "may," "should," "will," "seeks," "targets," or other similar expressions. Such statements may include, but are not limited to, statements about the adjustments to the Company's valuation allowance for the deferred tax asset balances, future financial and operating results, any need to restate financial statements and related matters, the Company's plans, objectives, expectations and intentions and other statements that are not historical facts.
Forward-looking statements are subject to significant known and unknown risks,
uncertainties and other important factors, and our actual results, performance
or achievements could differ materially from future results, performance or
achievements expressed in these forward-looking statements. These
forward-looking statements are based on the Company's current beliefs,
intentions and expectations and are not guarantees or indicative of future
performance, nor should any conclusions be drawn or assumptions be made as to
the potential outcome of any strategic initiatives we pursue. Risks and
uncertainties relating to the Restatement due to the error in the valuation
allowance for deferred tax assets include: the timing of and definitive findings
regarding the Company's assessment of the error in its valuation allowance,
including the expected materiality of the adjustments; whether any additional
accounting errors or other issues are identified; reactions from the Company's
creditors, stockholders, or business partners; potential delays in the
preparation of restated financial statements; our ability to remediate control
deficiencies and material weaknesses, and the timing and expense of such
remediation; our ability to successfully negotiate and obtain any necessary
waivers, amendments and / or forbearances (including any extensions of the
foregoing) to credit and financing arrangements and the impact on our business
should we fail to obtain such waivers, amendments and / or forbearances; and the
impact and result of any litigation or regulatory inquiries or investigations
related to the findings of the Company's assessment or the Company's
Restatement. Important assumptions and other important factors that could cause
actual results to differ materially from those forward-looking statements
include, but are not limited to, those factors, risks and uncertainties
described above and in more detail under the heading "Risk Factors" in the
Company's annual and quarterly reports filed with the
The above factors, risks and uncertainties are difficult to predict, contain uncertainties that may materially affect actual results and may be beyond the Company's control. New factors, risks and uncertainties emerge from time to time, and it is not possible for management to predict all such factors, risks and uncertainties. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore any of these statements included herein may prove to be inaccurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the results or conditions described in such statements or our objectives and plans will be achieved. The Company makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made, except as otherwise required under the federal securities laws. If the Company were in any particular instance to update or correct a forward-looking statement, investors and others should not conclude that the Company would make additional updates or corrections thereafter except as otherwise required under the federal securities laws.
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