Item 1.01. Entry into a Material Definitive Agreement.
Purchase Agreement
On
The Purchase Agreement contemplates up to three additional closings (each, a
"Subsequent Closing") pursuant to which the Company would acquire at each
Subsequent Closing approximately one-third of the remaining issued and
outstanding equity interests of INN owned by the Sellers (each, a "
Consideration
As consideration for the
As consideration for each
Representations, Warranties, Covenants and Indemnification
The Company and the Seller Group Members have agreed to representations and warranties in the Purchase Agreement that are customary for a transaction of this type. The Purchase Agreement includes various covenants and agreements by the parties, including, among others, non-competition and non-solicitation covenants by the Seller Group Members surviving for a period of five (5) years after the First Closing Date.
The Purchase Agreement also provides that the Seller Group Members are obligated, from and after the First Closing Date, and subject to certain limitations (including, as applicable, a basket amount, maximum dollar amounts and limited time periods), to indemnify the Company under the Purchase Agreement for certain matters specified in the Purchase Agreement. The Purchase Agreement provides that the Company is obligated, from and after the First Closing Date, to indemnify the Sellers under the Purchase Agreement for a breach of the Company's covenants and obligations set forth in the Purchase Agreement.
Conditions to the Consummation of the Subsequent Investments and Termination
The consummation of each of the Subsequent Closings is subject to closing
conditions, including but not limited to (i) the achievement of certain
regulatory and commercial milestones by specified time periods occurring up to
The description of Purchase Agreement and the transactions contemplated thereby set forth under this Item 1.01 does not purport to be complete and is qualified in its entirety by the terms and conditions of the Purchase Agreement, a copy of which is attached to this Current Report as Exhibit 2.1 and is incorporated in this Current Report by reference. The Purchase Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The Purchase Agreement has been attached to provide investors with information regarding its terms. It is not intended to . . .
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information contained in Item 1.01 is hereby incorporated into this Item 2.01. On the First Closing Date, the Company completed its acquisition of forty-two percent (42%) of the issued and outstanding equity interests of INN pursuant to the terms of the Purchase Agreement.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 with respect to the Purchase Notes is hereby incorporated into this Item 2.03.
Item 3.02 Unregistered Sales of
The information contained in Item 1.01 is hereby incorporated into this Item 3.02. In accordance with the Purchase Agreement, a portion of the consideration consists of shares of Common Stock of the Company. On the First Closing Date, 6,820,792 shares of Common Stock were issued to the Sellers pursuant to exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
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Item 7.01. Regulation FD Disclosure.
On
The information furnished herewith pursuant to Item 7.01 of this Current Report, including 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 (the "Exchange Act"), or otherwise subject to the liabilities of that section. The information in this Current Report shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in the filing.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements required by this Item 9.01(a) are not included in this Current Report. The Company intends to file such financial statements by amendment to this Current Report not later than 71 calendar days after the date this Current Report is required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by this Item 9.01(b) is not included in this Current Report. The Company intends to file such pro forma financial information by amendment to this Current Report not later than 71 calendar days after the date this Current Report is required to be filed.
(d) Exhibits.
2.1*† Stock Purchase Agreement, dated as ofDecember 30, 2021 , by and betweenSurgalign Holdings, Inc. ,Inteneural Networks Inc. ,Dearborn Capital management LLC,Neva, LLC ,Krzysztof Siemionow andPawel Lewicki 10.1† Intellectual Property License Agreement, dated as ofDecember 30, 3021 , by and betweenInteneural Networks Inc. andHolo Surgical Inc. 10.2 Unsecured Seller Note, dated as ofDecember 30, 2021 , by and betweenSurgalign Holdings, Inc. andNeva, LLC 10.3 Unsecured Seller Note, dated as ofDecember 30, 2021 , by and betweenSurgalign Holdings, Inc. andDearborn Capital Management LLC 99.1 Press Release ofSurgalign Holdings, Inc. , issued onJanuary 5, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The
registrant agrees to furnish supplementally a copy of any such omitted schedule
to the
† Portions of this exhibit are redacted pursuant to Item 601(b)(10)(iv) of
Regulation S-K. The omitted information is not material and is the type that the registrant treats as private or confidential. The registrant agrees to furnish supplementally an unredacted copy of this exhibit to theSecurities and Exchange Commission upon its request.
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Forward-Looking Statements
This Current Report contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These forward-looking
statements are based on management's current expectations, estimates and
projections about our industry, our management's beliefs and certain assumptions
made by our management. Words such as "anticipates," "expects," "intends,"
"plans," "believes," "seeks," "estimates," variations of such words and similar
expressions are intended to identify such forward-looking statements. The
forward-looking statements are not guarantees of future performance and are
based on certain assumptions including general economic conditions, as well as
those within the Company's industry, and numerous other factors and risks
identified in the Company's most recent Form 10-K and other filings with the
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