Concierge Technologies, Inc. (OTCMKTS:CNCG) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01
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Completion of Acquisition or Disposition of Assets
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On December 9, 2016 (the Closing), Concierge Technologies, Inc.
(the Company), a Nevada corporation, completed the closing of
that certain Stock Purchase Agreement (the Purchase Agreement),
by and among the Company and Wainwright Holdings, Inc., a
Delaware corporation (Wainwright) and each of the shareholders of
Wainwright common stock (the Wainwright Sellers), dated September
19, 2016, to which the Wainwright Sellers agreed to sell, and the
Company agreed to purchase : (i) 1,940 shares of Wainwright
common stock, par value $0.01 per share, (the Wainwright Common
Stock), which represents all of the issued and outstanding
Wainwright Common Stock, in exchange for: (i) 818,799,976 shares
of Company Common Stock, and (ii) 9,354,119 shares of Company
Preferred Stock (which preferred shares are convertible into
187,082,377 shares of Company Common Stock) (the foregoing (i)
and (ii) referred to collectively as the Concierge Shares),
subject to the terms and conditions as provided for in the
Purchase Agreement (the Transaction).
(the Company), a Nevada corporation, completed the closing of
that certain Stock Purchase Agreement (the Purchase Agreement),
by and among the Company and Wainwright Holdings, Inc., a
Delaware corporation (Wainwright) and each of the shareholders of
Wainwright common stock (the Wainwright Sellers), dated September
19, 2016, to which the Wainwright Sellers agreed to sell, and the
Company agreed to purchase : (i) 1,940 shares of Wainwright
common stock, par value $0.01 per share, (the Wainwright Common
Stock), which represents all of the issued and outstanding
Wainwright Common Stock, in exchange for: (i) 818,799,976 shares
of Company Common Stock, and (ii) 9,354,119 shares of Company
Preferred Stock (which preferred shares are convertible into
187,082,377 shares of Company Common Stock) (the foregoing (i)
and (ii) referred to collectively as the Concierge Shares),
subject to the terms and conditions as provided for in the
Purchase Agreement (the Transaction).
As of September 19, 2016, the date of the Agreement, the
Wainwright Common Stock held by the Wainwright Sellers executing
the Agreement represented approximately 97% of the issued and
outstanding Wainwright Common Stock. The Agreement provides that,
subject to certain conditions, the Company was to offer the
remaining holders of Wainwright Common stock the opportunity to
become a party to the Agreement and sell their shares of
Wainwright Common Stock held by them on the terms set forth in
the Agreement. Following the filing of the Companys Definitive
Information Statement on November 18, 2016, before the Closing
and only after providing additional information to the remaining
holders of Wainwright Common Stock, the Company offered those
holders the opportunity to become a party to the Agreement. Prior
to the Closing, the remaining holders of Wainwright Common Stock
(approximately 3% of the issued and outstanding Wainwright Common
Stock) signed Joinder Agreements whereby the remaining holders
agreed to become Wainwright Sellers for purposes of the
Agreement. The Joinder Agreements are attached hereto as Exhibit
10.2 and incorporated herein by this reference.
Wainwright Common Stock held by the Wainwright Sellers executing
the Agreement represented approximately 97% of the issued and
outstanding Wainwright Common Stock. The Agreement provides that,
subject to certain conditions, the Company was to offer the
remaining holders of Wainwright Common stock the opportunity to
become a party to the Agreement and sell their shares of
Wainwright Common Stock held by them on the terms set forth in
the Agreement. Following the filing of the Companys Definitive
Information Statement on November 18, 2016, before the Closing
and only after providing additional information to the remaining
holders of Wainwright Common Stock, the Company offered those
holders the opportunity to become a party to the Agreement. Prior
to the Closing, the remaining holders of Wainwright Common Stock
(approximately 3% of the issued and outstanding Wainwright Common
Stock) signed Joinder Agreements whereby the remaining holders
agreed to become Wainwright Sellers for purposes of the
Agreement. The Joinder Agreements are attached hereto as Exhibit
10.2 and incorporated herein by this reference.
All defined terms not otherwise defined herein shall have the
meaning as set forth in the Purchase Agreement.
meaning as set forth in the Purchase Agreement.
The conditions to the Closing of the Transaction as described in
Articles VIII and IX of Exhibit 10.1 to the Companys Current
Report on Form 8-K filed on September 20, 2016, which is
incorporated herein by reference, have been fully satisfied. As
such, the Transaction closed on December 9, 2016 (the Closing
Date). As a result of the transaction, all of the shareholders of
Wainwright became shareholders of the Company.
Articles VIII and IX of Exhibit 10.1 to the Companys Current
Report on Form 8-K filed on September 20, 2016, which is
incorporated herein by reference, have been fully satisfied. As
such, the Transaction closed on December 9, 2016 (the Closing
Date). As a result of the transaction, all of the shareholders of
Wainwright became shareholders of the Company.
Entry into the Transaction was approved by the Board of Directors
(the Board) of the Company and by a majority of the Companys
shareholders by written consent effective September 19, 2016,
subject to the filing of an Information Statement to Section
14(c) of the Securities Exchange Act of 1934 (the Exchange Act)
with the Securities and Exchange Commission (the SEC).The
Definitive Information Statement was filed on November 18, 2016
and on the same day was mailed to all the Companys shareholders
of record.Per SEC rules, the Transaction could not close until
twenty (20) days after mailing of the Definitive Information
Statement to the Concierge shareholders.As a result, the
Transaction closed on December 9, 2016, following all parties
compliance with the closing conditions set forth in the Purchase
Agreement.
(the Board) of the Company and by a majority of the Companys
shareholders by written consent effective September 19, 2016,
subject to the filing of an Information Statement to Section
14(c) of the Securities Exchange Act of 1934 (the Exchange Act)
with the Securities and Exchange Commission (the SEC).The
Definitive Information Statement was filed on November 18, 2016
and on the same day was mailed to all the Companys shareholders
of record.Per SEC rules, the Transaction could not close until
twenty (20) days after mailing of the Definitive Information
Statement to the Concierge shareholders.As a result, the
Transaction closed on December 9, 2016, following all parties
compliance with the closing conditions set forth in the Purchase
Agreement.
The foregoing description of the Transaction and the Purchase
Agreement is qualified in its entirety by reference to the
Purchase Agreement which was attached as Exhibit 10.1 to the
Companys Current Report on Form 8-K filed on September 20, 2016,
which is incorporated herein by reference.
Agreement is qualified in its entirety by reference to the
Purchase Agreement which was attached as Exhibit 10.1 to the
Companys Current Report on Form 8-K filed on September 20, 2016,
which is incorporated herein by reference.
Item 2.01Completion of Acquisition or Disposition of Assets.
The information provided in response to Item 1.01 of this
Current Report on Form 8-K is incorporated by reference into
this Item 2.01.
Current Report on Form 8-K is incorporated by reference into
this Item 2.01.
Item 3.02 Unregistered Sales of Equity Securities.
The information provided in response to Item 1.01 of this
Current Report on Form 8-K is incorporated by reference into
this Item 3.02.
Current Report on Form 8-K is incorporated by reference into
this Item 3.02.
Item 8.01 Other Events.
On December 12, 2016, the Company issued a press release
announcing the Closing of the Transaction between the Company
and Wainwright. The press release is furnished as Exhibit 99.2
hereto and incorporated herein by reference.
announcing the Closing of the Transaction between the Company
and Wainwright. The press release is furnished as Exhibit 99.2
hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(b)Pro forma financial information.
The pro forma financial information required by this item is
contained in (i) Exhibit 99.2 to this Current Report on Form
8-K, incorporated herein by reference, and (ii) the historical
audited annual financials and reviewed interim period financial
statements of both the Company and Wainwright as included with
the Companys Definitive Information Statement on Schedule 14C
filed on November 18, 2016, which is incorporated herein by
this reference.
contained in (i) Exhibit 99.2 to this Current Report on Form
8-K, incorporated herein by reference, and (ii) the historical
audited annual financials and reviewed interim period financial
statements of both the Company and Wainwright as included with
the Companys Definitive Information Statement on Schedule 14C
filed on November 18, 2016, which is incorporated herein by
this reference.
(d) Exhibits.
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Exhibit No.
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Description
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10.1
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Stock Purchase Agreement, dated September 19, 2016, by
and between Wainwright Holdings, Inc. and Concierge Technologies, Inc. (1) |
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10.2
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Joinder Agreements (2)
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99.1
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Unaudited condensed consolidated financial statements
of Wainwright Holdings, Inc., as of and for the three and nine month periods ended September 30, 2016 and 2015 (2) |
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99.2
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Unaudited Combined Condensed Consolidated Pro Forma
Balance Sheet and Statement of Operations for Concierge Technologies, Inc., as of and for the three months ended September 30, 2016 (2) |
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99.3
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Press Release of Concierge Technologies, Inc., dated
December 12, 2016. (2) |
(1) Previously filed as exhibit 10.1 to the Companys Current
Report on Form 8-K, filed with the Commission on September 20,
2016, and incorporated herein by this reference.
Report on Form 8-K, filed with the Commission on September 20,
2016, and incorporated herein by this reference.
(2) Filed herewith.
About Concierge Technologies, Inc. (OTCMKTS:CNCG)
Concierge Technologies, Inc., through its subsidiaries, is engaged in capturing and presenting data from vehicle-mounted camera devices equipped for live-streaming; manufacturing and distributing New Zealand meat pies on a commercial scale, and selling and installing commercial and residential alarm monitoring systems. The Company’s three geographical segments include the United States, New Zealand and Canada. The United States segment includes the gathering of live-streaming video recording data displayed online. The New Zealand segment includes the production, packaging and distribution on a commercial scale of gourmet meat pies and related bakery confections. The Canada segment includes security alarm system installation and monitoring. Its subsidiaries include Kahnalytics Inc., Gourmet Foods Ltd and Brigadier Security Systems. Its operations in Canada include security alarm system installation and monitoring sold through its subsidiary Brigadier Security Systems. Concierge Technologies, Inc. (OTCMKTS:CNCG) Recent Trading Information
Concierge Technologies, Inc. (OTCMKTS:CNCG) closed its last trading session 00.0000 at 0.0352 with 2,014 shares trading hands.
