Asset Purchase Agreement

On April 6, 2021, Webmayhem, Inc., a Pennsylvania corporation (“Webmayhem”) and a wholly-owned subsidiary of Liberated Syndication Inc., a Nevada corporation (the “Company”), entered into, and closed (the “Closing”) the transactions contemplated by, that certain Asset Purchase Agreement (the “APA”), by and among Webmayhem, Glow Technologies Inc., a Delaware corporation (“Glow”), and Amira Valliani, to which Webmayhem agreed to acquire substantially all of the assets of Glow (the “Acquisition”).

The consideration for the Acquisition is an aggregate of $1.2 million dollars, subject to the terms and conditions set forth therein, in two installments, of which $800,000 was paid at the Closing (subject to a customary escrow) and up to $400,000 will be paid following the completion of the Services (as defined below).

The APA contains customary representations, warranties, covenants and indemnities by the parties to such agreement.

Transaction Services Agreement

On April 6, 2021, in connection with the Acquisition, Webmayhem entered into a Transition Services Agreement (the “TSA”), by and between Webmayhem and Glow, to which Glow agreed to provide, or cause its affiliates to provide, certain transition services (the “Services”) to Webmayhem for specified periods following the Closing.

The summaries of the APA and TSA in this Current Report on Form 8-K are qualified by reference to the full text of the APA and TSA, respectively, which are included as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

The APA and TSA have been attached as an exhibit to this report to provide investors and security holders with information regarding their terms. It is not intended to provide any other information about the Company, Glow or their respective subsidiaries and affiliates. The representations, warranties and covenants contained in the APA and TSA were made only for purposes of such agreements and as of specific dates, are solely for the benefit of the parties to the APA and TSA, respectively, may be subject to limitations agreed upon by the respective parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the APA and TSA, respectively, instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors. Investors should not rely on the representations, warranties or covenants or any description thereof as characterizations of the actual state of facts or condition of the Company, Glow or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the respective dates of the APA and TSA, which subsequent information may or may not be fully reflected in public disclosures by the Company, Glow or their subsidiaries or affiliates.

Item 9.01 Regulation FD Disclosure.

Attached as Exhibit 99.1 is a press release issued by the Company on April 12, 2021 announcing the Acquisition.

The information under Item 9.01 (including Exhibit 99.1) is furnished to Item 9.01 and shall not be deemed filed for purposes of Section 18 of the Exchange Act of 1934, amended (the “Exchange Act”) or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

* Schedules and exhibits have been omitted to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally a copy of any of the omitted schedules and exhibits to the Securities and Exchange Commission upon its request.

Liberated Syndication Inc. Exhibit
EX-99.1 2 lsyn_ex991.htm PRESS RELEASE lsyn_ex991   Exhibit 99.1 For Immediate Release Liberated Syndication Inc. (LSYN) April 12,…
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About Liberated Syndication Inc. (OTCMKTS:LSYN)

Liberated Syndication Inc. is a podcast service provider offering hosting and distribution tools. The Company offers basic plans, as well as advanced plans that include storage, advanced statistics and podcast applications. Its hosting plans include unlimited downloads, media hosting-audio and video, own Webpage for the show, an iTunes compatible rich site summary (RSS) feed for the podcast, HTML5 video and audio player, single click multiple destination publishing with OnPublish and Network Application Listing. Its advanced hosting plans also include custom mobile application offering, advanced statistics package and MyLibsyn subscription management service. Its LibsynPRO service is an enterprise solution for professional media producers and corporate customers. The Libsyn4 product offering is a podcast hosting and distribution service, which includes storage, bandwidth, RSS creation, distribution and statistics tracking.