Item 8.01. Other Events. Press Release
On
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995, including but not limited to, express or implied statements
regarding the structure, timing and completion of the proposed merger; the
combined company's listing on The Nasdaq Capital Market after closing of the
proposed merger; expectations regarding the ownership structure of the combined
company; the expected executive officers and directors of the combined company;
each company's and the combined company's expected cash position at the closing
of the proposed merger and cash runway of the combined company; the future
operations of the combined company; the nature, strategy and focus of the
combined company; the location of the combined company's corporate headquarters;
and other statements that are not historical fact. All statements other than
statements of historical fact contained in this press release are
forward-looking statements. These forward-looking statements are made as of the
date they were first issued, and were based on the then-current expectations,
estimates, forecasts, and projections, as well as the beliefs and assumptions of
management. Forward-looking statements are subject to a number of risks and
uncertainties, many of which involve factors or circumstances that are beyond
The Company's control. The Company's actual results could differ materially from
those stated or implied in forward-looking statements due to a number of
factors, including but not limited to (i) the risk that the conditions to the
closing of the proposed merger are not satisfied, including the failure to
timely obtain shareholder approval for the transaction, if at all; (ii)
uncertainties as to the timing of the consummation of the proposed merger and
the ability of each of the Company and Adomni to consummate the proposed merger;
(iii) risks related to the Company's ability to manage its operating expenses
and its expenses associated with the proposed merger pending closing; (iv) risks
related to the failure or delay in obtaining required approvals from any
governmental or quasi-governmental entity necessary to consummate the proposed
merger; (v) the risk that as a result of adjustments to the exchange ratio, the
Company stockholders and Adomni stockholders could own more or less of the
combined company than is currently anticipated; (vi) risks related to the market
price of the Company's stock relative to the exchange ratio; (vii) unexpected
costs, charges or expenses resulting from the transaction; (viii) potential
adverse reactions or changes to business relationships resulting from the
announcement or completion of the proposed merger; (ix) the uncertainties
associated with Adomni's platform and technologies; (x) risks related to the
inability of the combined company to obtain sufficient additional capital to
continue to advance Adomni's platform and technologies; and (xi) risks
associated with the possible failure to realize certain anticipated benefits of
the proposed merger, including with respect to future financial and operating
results, among others. Actual results and the timing of events could differ
materially from those anticipated in such forward-looking statements as a result
of these risks and uncertainties. These and other risks and uncertainties are
more fully described in periodic filings with the
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Important Additional Information Will be Filed with the
This communication relates to the proposed merger transaction involving the
Company and Adomni and may be deemed to be solicitation material in respect of
the proposed merger transaction. In connection with the proposed merger
transaction, the Company will file relevant materials with the
Participants in the Solicitation
The Company and Adomni, and each of their respective directors and executive
officers and certain of their other members of management and employees, may be
deemed to be participants in the solicitation of proxies in connection with the
proposed transaction. Information about the Company's directors and executive
officers is included in the Company's Annual Report on Form 10-K for the year
ended
No Offer or Solicitation
This report will not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor will 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 in connection with the proposed merger shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 99.1 Joint Press Release of the Company and Adomni, datedMay 24, 2023 .
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