GLOS ACQU Item 1.01. Entry into a Material Definitive Agreement.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
Upon the completion of the Business Combination, Merger Sub, as successor in
interest to Globis, entered into that certain Assignment and Novation Agreement
(the "Warrant Assumption Agreement") by and between Merger Sub and New Forafric.
Pursuant to the Warrant Assumption Agreement, New Forafric assumed all of Merger
Sub's rights and obligations under the Warrant Agreement, dated as of
The description of the Warrant Assumption Agreement in this Form 8-K does not purport to be complete and is subject, and qualified in its entirety by reference to the full text of the Warrant Assumption Agreement, which is attached hereto as Exhibit 4.1.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note and Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.01. Notice of Delisting.
The information set forth in the Introductory Note and Items 1.01 and 2.01 of this Current Report on Form 8-K are incorporated herein by reference.
In connection with the Business Combination, on the Closing Date, Globis
notified
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note, Items 1.01, 2.01, 3.01 and 5.03 of this Current Report on Form 8-K are incorporated herein by reference.
Item 5.01. Changes in Control of Registrant.
The information set forth in the Introductory Note, Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K are incorporated herein by reference.
Following the effective time of the Merger and as a result of the Business Combination, a change in control of Globis occurred and Globis became a wholly owned subsidiary of New Forafric.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In connection with the consummation of the Business Combination transactions and
effective as of the Closing Date,
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
In accordance with the terms of the Business Combination Agreement, as of the Merger effective time, Globis adopted new Articles of Incorporation and Bylaws, replacing its organizational documents, effective as of the Closing Date, and pursuant to the terms of the Business Combination Agreement, such Articles of Incorporation and Bylaws are the governing documents of Merger Sub.
Copies of the Articles of Incorporation and Bylaws are filed as Exhibits 3.1 and 3.2 hereto, respectively, each of which is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
On
At the Special Meeting, Globis' stockholders approved the Redomiciliation Proposal, the Merger and Exchange Proposal, Business Combination Proposal, the Equity Incentive Plan Proposal, the Director Election Proposal, the Charter Proposal, the Organizational Documents Proposals, and the Nasdaq Proposal, in each case as defined and described in greater detail in the Proxy Statement/Prospectus.
Set forth below are the final voting results for the Redomiciliation Proposal, the Merger and Exchange Proposal, Business Combination Proposal, the Equity Incentive Plan Proposal, the Director Election Proposal, the Charter Proposal, the Organizational Documents Proposals, and the Nasdaq Proposal:
The Redomiciliation Proposal
A proposal to approve the Redomiciliation on a non-binding advisory basis. The voting results of the shares of Common Stock were as follows:
Votes For Votes Against Abstentions Broker Non-Votes 10,453,313 425,266 0 0
The Merger and Exchange Proposal
A proposal to approve and adopt the Merger and Exchange. The voting results of the shares of Common Stock were as follows:
Votes For Votes Against Abstentions Broker Non-Votes 10,455,060 423,519 0 0
The Business Combination Proposal
A proposal to approve and adopt the Business Combination Agreement. The voting results of the shares of Common Stock were as follows:
Votes For Votes Against Abstentions Broker Non-Votes 10,454,810 423,768 1 0
The Equity Incentive Plan Proposal
The proposal to approve the adoption of the Forafric 2022 Long Term Employee Share Incentive Plan established to be effective after the closing of the Business Combination was approved. The voting results of the shares of Common Stock were as follows:
Votes For Votes Against Abstentions Broker Non-Votes 10,440,748 423,519 14,312 0
The Director Election Proposal
The proposal to elect seven members to the board of the combined business,Forafric Global PLC . The voting results of the shares of Common Stock were as follows: Election of directors: For Withheld Non-Votes Saad Bendidi 10,455,160 423,419 0 Julien Benitah 10,455,160 423,419 0 Franco Cassar 10,455,160 423,419 0 James Lasry 10,455,160 423,419 0 Paul Packer 10,455,161 423,418 0 Ira Greestein 10,455,160 423,419 0 Rachel Bitan 10,455,160 423,419 0 The Charter Proposal
The proposal to approve the adoption of the new Memorandum and Articles of Association. The voting results of the shares of Common Stock were as follows:
Votes For Votes Against Abstentions Broker Non-Votes 10,455,061 423,518 0 0
The Organizational Documents Proposal
The following two (2) separate organizational document proposals (the "Organizational Documents Proposals") relating to the following material differences between the Company's current amended and restated certificate of incorporation and the new Memorandum and Articles of Association were approved on a non-binding advisory basis. The voting results of the shares of Common Stock for each of the Organizational Document Proposals were as follows:
(a) Organizational Document Proposal 7A - An amendment to acknowledge and agree
to the change in the authorized capital stock of the Company from (i)
100,000,000 Common Stock, and 1,000,000 Preferred Stock, par value $0.0001
per share, to (ii) 100,000,000 Ordinary Shares and 1,000,000 Preferred
Shares of the Company post transaction; and
Votes For Votes Against Abstentions Broker Non-Votes
10,453,311 425,268 0 0
(b) Organizational Document Proposal 7B - An amendment to acknowledge and agree
to all other changes in connection with the replacement of being subject to
the terms of the existing organizational documents of the Company with being
subject to the terms of the new Memorandum and Articles of Association to be
adopted following the Redomiciliation and as a consequence of the
re-registration of Forafric Global Limited into a Gibraltar public company
limited by shares:
Votes For Votes Against Abstentions Broker Non-Votes
10,455,060 423,518 1 0
The Nasdaq Proposal
The proposal to approve, for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635(a), the issuance of Ordinary Shares and securities convertible into or exchangeable for Ordinary Shares in connection with the Business Combination. The voting results of the shares of Common Stock were as follows:
Votes For Votes Against Abstentions Broker Non-Votes 10,455,060 423,519 0 0 The Adjournment Proposal
To consider and vote upon a proposal to adjourn the Stockholders Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based on the tabulated vote, there are not sufficient votes at the time of the Stockholders Meetings to authorize Globis to consummate the Business Combination:
Votes For Votes Against Abstentions Broker Non-Votes 10,410,576 437,831 30,172 0 Redemption of Common Stock
Holders of an aggregate of 9,612,536 shares of Common Stock exercised their right to redeem their shares.
Item 7.01 Regulation FD Disclosure.
On
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
2.1* Business Combination Agreement (incorporated by reference to
Exhibit 2.1 to Form S-4, filed with the SEC on January 12, 2022 )
2.2 Amendment No. 1 to Purchase Agreement, dated April 20, 2022
(incorporated by reference to Exhibit 2.2 of Globis' Form S-4 (File
No. 333-262126), filed with the SEC on April 20, 2022 )
2.3 Amendment No. 2 to Purchase Agreement, dated June 8, 2022
(incorporated by reference to Exhibit 10.1 of Globis' Form 8-K (File
No. 001-39786), filed with the SEC on June 9, 2022 )
3.1 Articles of Incorporation of Globis NV Merger 2 Corp.
3.2 Bylaws of Globis NV Merger 2 Corp.
4.1 Warrant Assignment and Novation Agreement, dated as of June 9,
2022 , by and between Globis NV Merger 2 Corp. and Forafric Global
PLC .
99.1 Press Release, dated June 10, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* All schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
A copy of any omitted schedule and/or exhibit will be furnished to the
© Edgar Online, source
