Item 1.01 Entry into a Material Definitive Agreement.
On December 23, 2021, SLG Chemicals, Inc., a Colorado corporation ("SLG
Chemicals") and a wholly owned subsidiary of Scott's Liquid Gold-Inc., a
Colorado corporation (the "Company"), entered into an Asset Purchase Agreement
(the "Purchase Agreement") with Iron Out, Inc. d/b/a Summit Brands, an Indiana
corporation ("Buyer") pursuant to which SLG Chemicals agreed to sell to Buyer
all of SLG Chemical's right, title and interest in and to certain assets of the
Dryel® product line, which includes dryer-activated cleaning cloths, reusable
fabric protection bags, odor and wrinkle releaser, and stain pens (the
"Business"), together with certain obligations and liabilities relating to the
Business. The transactions contemplated by the Purchase Agreement were
consummated on December 23, 2021 (the "Disposition"). The total consideration
paid to SLG Chemicals for the Business was $4,850,000, plus an amount equal to
the value of the Business-related inventory, estimated to be $400,000, and
subject to post-close adjustment. The Business generated approximately
$2,700,000 of net sales in the trailing twelve-month period ending September 30,
2021.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The description of the Disposition contained in Item 1.01 above is hereby
incorporated by reference.
Item 7.01. Regulation FD Disclosure.
On December 29, 2021, the Company issued a press release announcing the
Disposition. A copy of the Disposition press release is furnished as Exhibit
99.1 to this Current Report. The information under this Item 7.01 and contained
in Exhibit 99.1 will not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor will such
information or exhibit be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as is
expressly set forth by specific reference in such a filing.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits: The following exhibit is filed as part of this report:
Exhibit No. Exhibit Description
99.1 Scott's Liquid Gold-Inc. press release, dated December 29, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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