Item 1.01 Entry into a Material Definitive Agreement
On
Subject to the terms and conditions of the Agreement, at the Merger Effective
Date (as defined in the Agreement) all outstanding ordinary shares of Gix Media,
having no par value (the "Gix Media Shares") will be converted into shares of
the Company's common stock, par value
Following the Merger, the board of directors of the Company is expected to
consist of six (6) directors and will be comprised of four (4) new directors to
be appointed by Gix Media, who will join the Company's two currently-serving
directors,
The Agreement contains customary representations, warranties and covenants made
by each of the Company, Gix Media and Merger Sub.Consummation of the Merger is
subject to certain closing conditions, including, among other things, (i) the
Company filing an amendment to its certificate of incorporation to change the
Company's name to "
The foregoing description is qualified in its entirety by reference to the full text of the Agreement, filed as Exhibit 10.1 hereto and incorporated by reference herein.
Item 9.01 Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Agreement and Plan of Merger, datedDecember 5, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Forward-Looking Statements
Forward-looking statements relate to anticipated or expected events, activities,
trends or results as of the date they are made. Because forward-looking
statements relate to matters that have not yet occurred, these statements are
inherently subject to risks and uncertainties that could cause our actual
results to differ materially from any future results expressed or implied by the
forward-looking statements. Many factors could cause actual activities or
results to differ materially from the activities and results anticipated in
forward-looking statements, including, but not limited to, the following: risks
associated with each respective party's ability to obtain the shareholder
approval required to consummate the proposed Merger and the timing of the
closing of the proposed Merger, including the risks that a condition to closing
would not be satisfied within the expected timeframe or at all or that the
closing of the proposed Merger will not occur; risks related to the ability to
consummate certain closing conditions, the occurrence of any event, change, or
other circumstances that could give rise to the termination of the Merger
Agreement; the outcome of any legal proceedings that may be instituted against
the Company or Gix Media following the announcement of the Merger Agreement and
the transactions contemplated therein; unanticipated difficulties or
expenditures relating to the proposed Merger; the occurrence of any event,
change, or other circumstance that could give rise to the termination of the
Merger Agreement or could otherwise cause the transaction to fail to close; and
the ability to recognize the anticipated benefits of the proposed Merger.
Additional risks and uncertainties are identified and discussed under the
heading "Risk Factors" in the Company's Annual Report on Form 10-K, as
supplemented by its other periodic filings with the
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