Item 1.01 Entry into a Material Definitive Agreement.
Effective
Pursuant to the LOI,
In connection with the Acquisition, Mrs.
All current Procare employees will continue to be Porcare employees for a minimum of five years from the date of the closing of the Acquisition.
The transactions are subject to various conditions to closing, including the requisite corporate approval of the Company and the preparation of definitive documentation. There can be no assurance that the transactions contemplated by the LOI will be consummated. The LOI and this Current Report on Form 8-K do not constitute an offer to buy, or solicitation of an offer to sell, any securities of the Company and no offer or sale of such securities will be made in any jurisdiction where it would be unlawful to do so.
Item 7.01 Regulation FD Disclosure.
On
The information furnished pursuant to this Item 7.01 and the accompanying Exhibit 99.1 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and is not to be incorporated by reference into any filings of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Reference is made to the Exhibit Index following the signature page of this Current Report on Form 8-K, which is incorporated herein by reference.
Forward-Looking Statements
This report regarding the Company's business and operations includes
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1996. Such statements consist of any statement other
than a recitation of historical fact and can be identified by the use of
forward-looking terminology such as "may," "expect," "anticipate," "intend" or
"estimate" or the negative thereof or other variations thereof or comparable
terminology. The reader is cautioned that all forward-looking statements are
speculative, and there are certain risks and uncertainties that could cause
actual events or results to differ from those referred to in such
forward-looking statements. This disclosure highlights some of the important
risks regarding the Company's business, including but not limited to, economic
conditions, dependence on management, dilution to shareholders, lack of capital,
changes in laws or regulations, the effects of rapid growth upon the Company and
the ability of management to effectively respond to the growth, demand for
products and services of the Company, newly developing technologies, its ability
to compete, conflicts of interest in related party transactions, regulatory
matters, protection of technology, lack of industry standards and the effects of
competition. There may be additional risks associated with the integration of
businesses following an acquisition, concentration of revenue from one source,
competitors with broader product lines and greater resources, emergence into new
markets, the termination of any of the Company's significant contracts or
partnerships, the Company's ability to comply with senior debt agreements, the
Company's inability to maintain working capital requirements to fund future
operations, or the Company's ability to attract and retain highly qualified
management, technical and sales personnel, and the other factors identified by
us from time to time in the Company's filings with the
All forward-looking statements included in this document are made as of the date hereof, based on information available to us as of the date thereof, and we assume no obligation to update any forward-looking statements.
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