Mymetics Corporation (OTCMKTS:MYMX) Files An 8-K Changes in Registrant’s Certifying Accountant
Item 4.01 Changes in Registrant’s Certifying Accountant.
Mymetics Corporation (OTCMKTS:MYMX) Files An 8-K Changes in Registrant’s Certifying Accountant
On June 15, 2021, the registrant (“Mymetics” or the “Company”), through and with the approval of its Audit Committee, appointed Fruci & Associates II, PLLC (“Fruci & Associates”) to replace BDO USA, LLP (“BDO”) as its independent registered public accounting firm following BDO informing the Company that BDO had increased its fees to audit and review the Company’s financial statements.
BDO’s reports on the Company’s financial statements as of and for the fiscal years ended December 31, 2020 and 2019, contained an explanatory paragraph that raises substantial doubt about the Company’s ability to continue as a going concern. Other than the going concern matter, the reports of BDO on the financial statements of the Company for the fiscal years ended December 31, 2020 and 2019, did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company’s fiscal years ended December 31, 2020 and 2019, and through June 15, 2021, there were no disagreements between the Company and BDO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of BDO, would have caused BDO to make reference to the subject matter of the disagreements in connection with its audit reports on the Company’s financial statements. During the Company’s past fiscal years ended December 31, 2020 and 2019, and the interim period through March 31, 2021, BDO did not advise the Company of any of the matters specified in Item 304(a)(1)(v) of Regulation S-K.
The Company provided BDO with a copy of this report on Form 8-K in accordance with Item 304(a) of Regulation S-K prior to its filing with the Securities and Exchange Commission and requested that BDO furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter from BDO is filed as Exhibit 16.1 hereto.
During the Company’s two most recently completed fiscal years and through the date of engagement of Fruci & Associates, neither the Company nor anyone on behalf of the Company consulted with Fruci & Associates regarding (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements as to which the Company received a written report or oral advice that was an important factor in reaching a decision on any accounting, auditing or financial reporting issue; or (b) any matter that was the subject of a disagreement or a reportable event as defined in Items 304(a)(1)(iv) and (v), respectively, of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
16.1 Letter from BDO USA, LLP dated June 17, 2021
MYMETICS CORP Exhibit
EX-16.1 2 mymx_ex16-1.htm LETTER FROM BDO USA,…
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EX-16.1 2 mymx_ex16-1.htm LETTER FROM BDO USA,…
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About Mymetics Corporation (OTCMKTS:MYMX)
Mymetics Corporation is a vaccine company. The Company is focused on developing vaccines for infectious diseases. The Company has over five vaccine candidates in its pipeline: human immunodeficiency virus type 1 (HIV-1)/acquired immune deficiency syndrome (AIDS), intra nasal Influenza, Malaria, Herpes Simplex Virus (HSV) and the Respiratory Syncitial Virus (RSV) vaccine. Its technology utilizes virosomes, lipid-based carriers containing functional fusion viral proteins and natural membrane proteins, in combination with rationally designed antigens. Its prophylactic HIV-1 vaccine candidate is constituted of virosomes linked to conserved antigens derived from the HIV-1 glycoprotein 41 (gp41) proteins from the clade B. The RSV vaccine consists of the reconstituted membrane of RSV containing the native viral proteins. The HSV vaccine candidate consists of the reconstituted membrane of HSV-1 or HSV-2. The intranasal influenza vaccine includes the reconstituted membrane of influenza virus.
Sunnyside Bancorp, Inc. (OTCMKTS:SNNY) Files An 8-K Entry into a Material Definitive Agreement
Sunnyside Bancorp, Inc. (OTCMKTS:SNNY) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
On June 16, 2021, Rhodium BA Holdings, LLC, a Delaware limited liability company (“Rhodium”), Rhodium BA Merger Sub, Inc., a Maryland corporation (“Merger Sub”), Mark Silber, Sunnyside Bancorp, Inc., a Maryland corporation (“Sunnyside Bancorp”), and Sunnyside Federal Savings and Loan Association of Irvington, a federally-chartered savings and loan association and the wholly owned subsidiary of Sunnyside Bancorp (“Sunnyside Federal”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), to which Rhodium will acquire Sunnyside Bancorp and Sunnyside Federal.
Under the terms of the Merger Agreement, Rhodium will acquire all of Sunnyside Bancorp’s outstanding common stock at a price of $18.75 per share in cash. The aggregate value of the transaction is expected to be approximately $14.9 million.
to the Merger Agreement, and subject to the terms and conditions thereof, Rhodium’s acquisition of Sunnyside Bancorp will be effected by a merger in which Merger Sub will merge with and into Sunnyside Bancorp, with Sunnyside Bancorp as the surviving corporation and a wholly-owned subsidiary of Rhodium.
The Merger Agreement contains customary representations and warranties from Rhodium, Merger Sub, Mark Silber, Sunnyside Bancorp and Sunnyside Federal, and each party has agreed to customary covenants, including, among others, covenants relating to (1) the conduct of Sunnyside Bancorp and Sunnyside Federal’s business during the interim period between the execution of the Merger Agreement and the closing of the merger, (2) Sunnyside Bancorp’s obligations to facilitate its stockholders’ consideration of, and voting upon, the Merger Agreement and the merger, (3) the recommendation by the board of directors of Sunnyside Bancorp in favor of approval of the Merger Agreement and the merger by its stockholders, and (4) Sunnyside Bancorp’s non-solicitation obligations relating to alternative business combination transactions.
Consummation of the merger is subject to certain conditions, including, among others, approval of the merger by Sunnyside Bancorp’s stockholders, the receipt of all required regulatory approvals and expiration of applicable waiting periods, accuracy of specified representations and warranties of each party, the performance in all material respects by each party of its obligations under the Merger Agreement, and the absence of any injunctions or other legal restraints.
The Merger Agreement provides certain termination rights for both Rhodium and Sunnyside Bancorp, and further provides that upon termination of the Merger Agreement under certain circumstances, Sunnyside Bancorp will be obligated to pay Rhodium a termination fee of $615,000. The Merger Agreement further provides that upon termination of the Merger Agreement under certain circumstances, Mr. Silber will be obligated to pay Sunnyside Bancorp a termination fee of $850,000. Those funds were placed in escrow by Mr. Silber at the time of the execution of the Merger Agreement.
Sunnyside Bancorp will be subject to customary restrictions on soliciting or initiating discussions with respect to acquisition proposals and restrictions on its ability to respond to or enter into any agreement with respect to an acquisition proposal, subject to certain fiduciary duty related exceptions provided in the Merger Agreement.
Under the Merger Agreement, all current directors of Sunnyside Bancorp and Sunnyside Federal will be invited to remain on the Boards of Directors of Sunnyside Bancorp and Sunnyside Federal.
In connection with the execution of the Merger Agreement, the directors and executive officers of Sunnyside Bancorp entered into shareholder support agreements to which such individuals, in their capacities as stockholders, have agreed, among other things, to vote their respective shares of Sunnyside Bancorp common stock in favor of the approval of the Merger Agreement and the transactions contemplated thereby. The foregoing summary of the shareholder support agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreement, which is filed as Exhibit 10.2 and is incorporated herein by reference.
As of June 16, 2021, the date of the shareholder support agreements, the directors and executive officers owned 47,888 shares of Sunnyside Bancorp’s common stock, representing approximately 6.0% of the 793,500 outstanding shares of Sunnyside Bancorp’s common stock as of such date. The approval of the Merger Agreement will require the affirmative vote of the holders of at least a majority of the outstanding shares of Sunnyside Bancorp’s common stock.
The foregoing summary of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of such document, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for purposes of, and were and are solely for the benefit of the parties to, the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. In addition, such representations and warranties (1) will not survive consummation of the merger, unless otherwise specified therein, and (2) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in any public disclosure. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with other factual information regarding Sunnyside Bancorp, Sunnyside Federal or Rhodium, their respective affiliates or their respective businesses.
Forward-Looking Statements
This Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Forward-looking statements include statements regarding the anticipated closing date of the transaction and anticipated future results. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe”, “expect”, “anticipate”, “estimate”, and “intend” or future or conditional verbs such as “will”, “would”, “should”, “could” or “may”. Certain factors that could cause actual results to differ materially from expected results include; the merger may involve unexpected costs, liabilities or delays; the inability to obtain the necessary regulatory or shareholder approvals or to obtain them in a timely fashion; the reaction of the companies’ customers, employees and counterparties to the proposed merger; the outcome of any legal proceedings related to the merger; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; increased competitive pressures; changes in the interest rate environment; changes in general economic conditions; legislative and regulatory changes that adversely affect the business in which Sunnyside Bancorp, Inc., Sunnyside Federal and Rhodium are engaged; changes in the securities markets; and other risks and uncertainties set forth in Sunnyside Bancorp’s filings with the Securities and Exchange Commission, including its most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, which are available on the SEC’s website at www.sec.gov. Undue reliance should not be placed on the forward-looking statements, which speak only as of the date hereof. None of Sunnyside Bancorp, Inc., Sunnyside Federal or Rhodium undertake, and specifically disclaim any obligation, to publicly release the result of any revisions that may be made to update any forward-looking statement to reflect the events or circumstances after the date on which the forward-looking statement is made, or reflect the occurrence of unanticipated events, except to the extent required by law.
Additional Information Regarding the Merger and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy the securities of Sunnyside Bancorp or the solicitation of any vote or approval. In connection with the proposed merger, Sunnyside Bancorp, Inc. will provide its shareholders with a proxy statement and other relevant documents concerning the proposed merger. Shareholders of Sunnyside Bancorp, Inc. are urged to read the proxy statement and other relevant documents and any amendments or supplements to those documents, because they will contain important information which should be considered before making any decision regarding proposed the merger. Shareholders of Sunnyside Bancorp, Inc. will be able to obtain a copy of the proxy statement, and any other relevant documents, without charge, when they become available, at the Securities and Exchange Commission website (www.sec.gov), or by directing a request to:
Timothy D. Sullivan
President and Chief Executive Officer
Sunnyside Bancorp, Inc.
56 Main Street
Irvington, New York 10533
Certain Information Regarding Participants in the Solicitation
Sunnyside Bancorp, Inc. and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Sunnyside Bancorp, Inc. in connection with the proposed merger. Information about the directors and executive officers of Sunnyside Bancorp, Inc. is set forth in Sunnyside Bancorp, Inc.’s Annual Report on Form 10-K filed with the Securities Exchange Commission on March 31, 2021, Sunnyside Bancorp, Inc.’s Amendment No. 1 to Annual Report on Form 10-K/A filed with the Securities Exchange Commission on April 30, 2021, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such documents, and in subsequent documents filed with the SEC. Additional information regarding the interests of these participants and any other persons who may be deemed participants in the transaction may be obtained by reading the proxy statement regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.
On March 16, 2021, DLP Bancshares, Inc., a Delaware corporation (“DLP Bancshares”), DLP Ventures Holdings Inc., a Delaware corporation (“Merger Sub”), Donald Wenner, Sunnyside Bancorp and Sunnyside Federal entered into an Agreement and Plan of Merger (the “DLP Merger Agreement”), to which DLP Bancshares was to acquire Sunnyside Bancorp and Sunnyside Federal.
Under the terms of the Merger Agreement, DLP Bancshares would acquire all of Sunnyside Bancorp’s outstanding common stock at a price of $15.55 per share in cash, subject to potential adjustment as provided in the DLP Merger Agreement.
In connection with Sunnyside Bancorp’s determination to enter into the Merger Agreement with Rhodium, on June 16, 2021, DLP Bancshares and Sunnyside Bancorp mutually agreed to terminate the DLP Merger Agreement. In accordance with the terms of the DLP Merger Agreement, DLP Bancshares was paid a termination fee of $615,000. Also, the parties agreed to release the $615,000 of funds that Mr. Wenner had placed in escrow at the time of execution of the DLP Merger Agreement. In connection with the termination of the DLP Merger Agreement, the shareholder support agreements, claims letters and restrictive covenant agreements by and between the directors of Sunnyside Bancorp and DLP Bancshares were also terminated.
The foregoing summary of the termination of the DLP Merger Agreement is not complete and is qualified in its entirety by reference to the complete text of such document, which is filed as Exhibit 10.1 to this Form 8-K and which is incorporated herein by reference in its entirety.
Sunnyside Bancorp, Inc. Exhibit
EX-2.1 2 ex2-1.htm Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 16,…
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About Sunnyside Bancorp, Inc. (OTCMKTS:SNNY)
Sunnyside Bancorp, Inc. (Sunnyside Bancorp) is a savings and loan holding company for Sunnyside Federal Savings and Loan Association of Irvington (the Bank). The Bank’s business consists of taking deposits from the general public and investing those deposits, together with funds generated from operations, in one- to four-family residential real estate loans and commercial and multi-family real estate loans, and, to a much more limited extent, commercial loans, home equity lines of credit and other loans. The Bank originates both fixed-rate and adjustable-rate one- to four-family residential real estate loans. The Bank offers a range of deposit accounts, which include statement savings accounts, negotiable order of withdrawal (NOW) accounts, noninterest-bearing demand accounts, money market accounts and certificates of deposit.
SUGARMADE, INC. (OTCMKTS:SGMD) Files An 8-K Entry into a Material Definitive Agreement
SUGARMADE, INC. (OTCMKTS:SGMD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On June 11, 2021 SWC Group, Inc. (“SWC”), a California corporation and wholly-owned subsidiary of Sugarmade, Inc. (the “Company’’) entered into a Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate (Non-Residential) (the “Purchase Agreement”) of same date with Paredes Diana K Tr / Shalom Trust (“Seller”), to which the SWC agreed to purchase an approximately 1,175 square foot property located at 5058 Valley Blvd., Los Angeles, CA 90032 (the “Real Property”) from Seller, for a total purchase price of $830,000 (the “Purchase Price”). The Purchase Price is payable $249,000 in a cash down payment for an earnest money deposit, which as has been deposited in escrow as of the date of this Current Report on Form 8-K. The remaining $581,000 will be paid at the closing of the Purchase Agreement (the “Closing”), at which time, Real Property will be purchased by SWC from the Seller.
The Closing of the transaction is subject to certain closing customary closing conditions for a transaction of this type, and is expected to close fifteen (15) days after the waiver or satisfaction of SWC’s “Buyer Contingencies” set forth in the Purchase Agreement. Notwithstanding anything to the contrary in the Purchase Agreement, SWC has 30 days from the receipt of all disclosures and reports set forth in the Purchase Agreement to conduct its due diligence of any such “Buyer Contingencies”, of which SWC may approve or disapprove at its sole and absolute discretion. If Buyer disapproves any such “Buyer Contingencies”, Seller shall have ten (10) days to cure such disapproval. If Seller cannot cure such disapproval of the Buyer at the end of this period, then Buyer may either accept the Real Property as is, or terminate the Agreement, at which point the deposit of $249,000 will be returned to SWC, minus any applicable fees.
The description of the Purchase Agreement set forth in this Item 1.01 of this Current Report on Form 8-K is s not complete and is qualified in its entirety by reference to the terms of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.
The Real Property is being purchased by SWC in connection with the MOU between the Company described in the Company’s Current Report on Form 8-K filed on June 10, 2021 with the SEC (and filed as Exhibit 10.1 thereto), and is intended to be a location at which a Licensed Entity (as defined in the MOU) can be established.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
The following exhibits are filed or furnished with this Current Report on Form 8-K:
| 10.1 | Memorandum of Understanding |
Sugarmade, Inc. Exhibit
EX-10.1 2 ex10-1.htm Exhibit 10.1 MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding (“MOU”) is made effective June 2,…
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About SUGARMADE, INC. (OTCMKTS:SGMD)
Sugarmade, Inc. is engaged in the supply of products to the quick service restaurant sub-sector of the restaurant industry. The Company is a distributor of paper products derived from non-wood sources. As of June 30, 2015, the Company’s operating unit, CarryOutSupplies.com, which is a producer and wholesaler of custom printed and generic takeout supplies served more than 3,000 quick service restaurants. It conducts its operations in an industry segment, including paper and paper-based products, such as paper cups, cup lids, food containers and others. Its products also include double poly paper cups for cold beverage, yogurt cups, ice cream cups, soup containers and plastic spoons. It is a manufacturer and distributor of tree free copy and printer paper products, made from sugarcane waste (bagasse) and bamboo for home and office environments under the Sugarmade brand name. It has also acquired a minority stake in various patents and products for seasoning and spices for food items.
Nxt-ID, Inc. (NASDAQ:NXTD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Nxt-ID, Inc. (NASDAQ:NXTD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
(c)(d) Election of Officer and Director
In connection with this transition, on June 14, 2021, the Board approved and ratified an employment agreement with Chia-Lin Simmons, 48, and formally appointed her to the roles of Chief Executive Officer of the Company and member of the Board, effective June 14, 2021. Ms. Simmons will perform the services and duties that are normally and customarily associated with the Chief Executive Officer position, as well as other duties as the Board reasonably determines.
From 2016 to June of 2021, Ms. Simmons served as the CEO and co-founder of LookyLoo, Inc., an artificial intelligence social commerce company. Ms. Simmons currently also serves as a member of the Board of Directors for Servco Pacific Inc., a global automotive and consumer goods company with businesses in mobility, automotive distribution and sales, and entertainment, and for New Energy Nexus, an international organization that supports clean energy entrepreneurs with funds, accelerators and networks.
From 2014 to 2016, Ms. Simmons served as Head of Global Partner Marketing at Google Play, prior to which, between 2010 and 2014, she served as VP of Marketing & Content for Harman International.
Ms. Simmons received her B.A. in Communications, Magna cum Laude and Phi Beta Kappa, from the University of California, San Diego in 1995. She also received her M.B.A. from Cornell University in 2002, and her J.D. from George Mason University in 2005; she is currently a licensed attorney in the State of New York.
The Company is party to an employment agreement with Ms. Simmons, which is dated as of June 8, 2021 and effective as of June 14, 2021 upon ratification of the Board (the “Employment Agreement”). to such agreement, Ms. Simmons agreed to serve as our Chief Executive Officer in consideration for an annual cash salary, which was set at $450,000 (“Base Salary”). The Employment Agreement provides for incentive bonuses as determined by the Board, a one-time sign-on bonus of $50,000, and employee benefits, including health and disability insurance, in accordance with our policies, and remain in effect until Ms. Simmons’s employment with the Company is terminated.
Additionally, to the Employment Agreement and as a material inducement to Ms. Simmons’s acceptance of employment with the Company, the Company offered Ms. Simmons shares of restricted stock of the Company equal to 5% of the issued and outstanding shares of common stock of the Company (the “Stock Award”). The Stock Award was approved by the compensation committee of the Company’s board of directors and such shares were issued in accordance with Nasdaq Listing Rule 5635(c)(4) outside of the Company’s 2017 Stock Incentive Plan and 2013 Long-Term Stock Incentive Plan. In connection with the Stock Award, the parties have entered into a Restricted Stock Award Agreement on June 14, 2021, which agreement contemplates the restricted shares vesting over a 48-month period commencing on June 14, 2021. One fourth of such shares will vest on June 14, 2022. Thereafter, 1/36 of such shares will vest on the first day of each subsequent month until all such shares have vested.
to the Employment Agreement, if Ms. Simmons is terminated for any reason, she is entitled to receive (i) a lump sum payment on the date of termination in the amount equal to the sum of Ms. Simmons’s earned but unpaid Base Salary through the date of termination, (ii) her accrued but unused vacation days at Ms. Simmons’s Base Salary in effect as of her date of termination, and (iii) any other benefits or rights Ms. Simmons will have accrued or earned through her date of termination in accordance with the terms of the applicable fringe or employee benefit plans and programs of the Company (collectively, the “Accrued Benefits”). Additionally, if Ms. Simmons is terminated due to a change in control (as defined in the Employment Agreement), she will also be entitled to twelve (12) months of her then-current Base Salary payable in twelve (12) equal monthly installments, and coverage under any health insurance plan covering Ms. Simmons and her spouse, or reimbursement for the cost of any comparable plan, for the lesser of twelve (12) months after the termination of her employment, or remainder of the term of her Employment Agreement, as applicable. Alternatively, if Ms. Simmons is terminated as a result of non-extension of the Employment Agreement by the Company, she’ll be entitled, in addition to the Accrued Benefits, to six (6) months of her then-current Base Salary payable in six (6) equal monthly installments, and coverage under any health insurance plan covering Ms. Simmons and her spouse, or reimbursement for the cost of any comparable plan, for six (6) months after the termination of her employment.
There are no arrangements or understandings between Ms. Simmons and any other persons to which she was appointed as Chief Executive Officer of the Company and as a member of the Board. There are also no family relationships between Ms. Simmons and any director or executive officer of the Company and she has no direct or indirect material interest in any transaction required to be disclosed to Item 404(a) of Regulation S-K.
Item 8.01 Other Events.
On June 16, 2021, the Company issued a press release announcing (i) the appointment of Ms. Simmons as a member of the Board and as Chief Executive Officer of the Company, and (ii) the granting of an inducement grant to Ms. Simmons in accordance with Nasdaq Listing Rule 5635(c)(4). A copy of the Press Release is attached hereto as exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
(d) Exhibits.
| 10.1 | Employment Agreement |
| 99.1 | Press release of the Company, dated June 16, 2021 |
Nxt-ID, Inc. Exhibit
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About Nxt-ID, Inc. (NASDAQ:NXTD)
Nxt-ID, Inc. is a technology company. The Company is focused on products, solutions and services for security on mobile devices. The Company’s core technologies consist of those that support digital payments, biometric identification, encryption, sensors and miniaturization. It has three lines of business: mobile commerce (m-commerce), primarily through the application of secure digital payment technologies; biometric access control applications, and Department of Defense contracting. It intends to use its core biometric facial and voice recognition algorithms to develop security applications (both cloud based and locally hosted) that can be used for companies, as well as individuals, law enforcement, the defense industry, and the United States Department of Defense. Its offerings include Wocket, a physical electronic smart wallet; the NXT Smartcard, a standalone smartcard; Wi-Mag, an antenna and payment technology, and 3D FaceMatch and 3D SketchArtist facial recognition products.
VistaGen Therapeutics, Inc. (NASDAQ:VTGN) Files An 8-K Other Events
VistaGen Therapeutics, Inc. (NASDAQ:VTGN) Files An 8-K Other Events
Item 8.01 Other Events.
On June 16, 2021, VistaGen Therapeutics, Inc. (the “Company”) issued a press release announcing that the Company expects to be added to the Russell 2000® Index at the conclusion of the 2021 Russell Indexes annual reconstitution, effective after the U.S. market opens on Monday, June 28, 2021. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Index
VistaGen Therapeutics, Inc. Exhibit
EX-99 2 ex99-1.htm PRESS RELEASE ex99-1 Exhibit 99.1 VistaGen Therapeutics Set to Join the Russell 2000® Index SOUTH SAN FRANCISCO,…
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EX-99 2 ex99-1.htm PRESS RELEASE ex99-1 Exhibit 99.1 VistaGen Therapeutics Set to Join the Russell 2000® Index SOUTH SAN FRANCISCO,…
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About VistaGen Therapeutics, Inc. (NASDAQ:VTGN)
VistaGen Therapeutics, Inc. is a clinical-stage biopharmaceutical company. The Company is engaged in developing and commercializing product candidates for patients with diseases and disorders involving the central nervous system (CNS). Its lead product candidate, AV-101, is an orally available prodrug candidate in Phase II development, initially for the adjunctive treatment of major depressive disorder (MDD) in patients with an inadequate response to standard antidepressants approved by the United States Food and Drug Administration (FDA). In addition to AV-101, the Company has developed a human pluripotent stem cell (hPSC) technology platform, which includes its in-vitro bioassay system, CardioSafe 3D, to predict potential heart toxicity of new chemical entities (NCEs) long before testing in animal and human studies. The Company is focused on regenerative medicine (RM) applications using blood, cartilage, heart and/or liver cells derived from hPSCs.
LEGACY EDUCATION ALLIANCE, INC. (OTCMKTS:LEAI) Files An 8-K Regulation FD Disclosure
LEGACY EDUCATION ALLIANCE, INC. (OTCMKTS:LEAI) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD disclosure
Legacy Education Alliance, Inc., (the “Company”), expects to provide marketing materials to placement agents, broker dealers, stockholders and potential investors in the Company from and after the date of this report. A copy of these materials is attached hereto as an Exhibit and incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the presentation is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Exchange Act. The information set forth in Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01. Financial Statements and Exhibits.
| 99.1 | Legacy EdTech Online Degree Business Investment Strategy/Background dated June 2021 |
Legacy Education Alliance, Inc. Exhibit
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About LEGACY EDUCATION ALLIANCE, INC. (OTCMKTS:LEAI)
Legacy Education Alliance, Inc., formerly Priced In Corp., is a provider of educational training on the topics of personal finance, entrepreneurship, real estate and financial markets investing strategies and techniques. The Company operates through four segments: the United States (U.S.), Canada, the United Kingdom (U.K.) and Other foreign markets. The Company’s programs are offered through a range of formats and channels, including free-preview workshops, basic training classes, symposiums, telephone mentoring, one-on-one mentoring, coaching and e-learning, mainly under the Rich Dad Education brand (Rich Dad). In addition to Rich Dad, the Company markets its products and services under a range of brands, including Martin Roberts, The Independent Woman, Women in Wealth and Brick Buy Brick. Its products and services are offered in the United States, Canada, the United Kingdom and other international markets.
INC. (NASDAQ:INCR) Files An 8-K Submission of Matters to a Vote of Security Holders
INC. (NASDAQ:INCR) Files An 8-K Submission of Matters to a Vote of Security Holders
About INC. (NASDAQ:INCR)
INC Research Holdings, Inc. is a global contract research organization (CRO). The Company is focused on Phase I to Phase IV clinical development services for the biopharmaceutical and medical device industries. The Company operates through two segments: Clinical Development Services and Phase I Services. The Company’s Clinical Development Services segment offers all clinical development services, including full-service global studies, as well as ancillary services, such as clinical monitoring, investigator recruitment, patient recruitment, data management, study reports to assist customers with their drug development process, quality assurance audits and specialized consulting services. The Company’s Phase I Services segment focuses on clinical development services for Phase I trials, which include scientific exploratory medicine, first-in-human studies through proof-of-concept stages and support for Phase I studies in established compounds.
Centrus Energy Corp. (NYSEMKT:LEU) Files An 8-K Entry into a Material Definitive Agreement
Centrus Energy Corp. (NYSEMKT:LEU) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On June 16, 2021, Centrus Energy Corp. (the “Company”) entered into a Fourth Amendment to the Section 382 Rights Agreement (the “Fourth Amendment”), which amends the Section 382 Rights Agreement, dated as of April 6, 2016 (the “Rights Agreement”), by and among the Company and Computershare Trust Company, N.A. and Computershare Inc., as rights agent, as previously amended by (i) the First Amendment to the Section 382 Rights Agreement dated as of February 14, 2017 (the “First Amendment”), (ii) the Second Amendment to the Section 382 Rights Agreement dated as of April 3, 2019 (the “Second Amendment”), and (iii) the Third Amendment to the Section 382 Rights Agreement dated as of April 13, 2020 (the “Third Amendment”). The Fourth Amendment was approved by the Board of Directors of the Company on March 18, 2021, and approved by the Company’s stockholders at the Company’s annual meeting of the stockholders held on June 16, 2021.
The Fourth Amendment extends the Final Expiration Date (as defined in the Rights Agreement) from June 30, 2021 to June 30, 2023.
The Fourth Amendment was not adopted as a result of, or in response to, any effort to acquire control of the Company. The Fourth Amendment has been adopted in order to preserve for the Company’s stockholders the long-term value of the Company’s net operating loss carry-forwards for United States federal income tax purposes and other tax benefits.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Rights Agreement, which was filed with the Securities and Exchange Commission in a Current Report on Form 8-K on April 7, 2016, the First Amendment, which was filed with the Securities and Exchange Commission in a Current Report on Form 8-K on January 5, 2017, the Second Amendment, which was filed with the Securities and Exchange Commission in a Current Report on Form 8-K on April 4, 2019, the Third Amendment, which was filed with the Securities and Exchange Commission in a Current Report on Form 8-K on April 14, 2020, and the Fourth Amendment, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its 2021 annual meeting of stockholders on June 16, 2021. As of April 19, 2021, the meeting’s record date, there were 12,918,602 shares of the Company’s Class A common stock outstanding, each entitled to one vote. Approximately 79.8 percent of those shares were represented at the annual meeting.
At the annual meeting, the Company’s stockholders voted on five proposals and cast their votes as described below. The proposals are described in detail in the Company’s proxy statement.
Proposal 1
The Company’s stockholders elected eight directors (listed below) to hold office until the next annual meeting of stockholders and until his or her successor is elected and has qualified. There were no abstentions. The number of votes cast for or withheld and the broker non-votes were as follows:
CENTRUS ENERGY CORP Exhibit
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MADISON TECHNOLOGIES INC. (OTCMKTS:MDEX) Files An 8-K Financial Statements and Exhibits
MADISON TECHNOLOGIES INC. (OTCMKTS:MDEX) Files An 8-K Financial Statements and Exhibits
Item 9.01 of the Original Report to state that the acquisition of the Acquired Stations not constitute the acquisition of a business in accordance with the guidance set forth in Section 11-01(d) of Regulation S-X and therefore financial statements and pro forma financial information are not required under Regulation S-X.. Except as described above, no other information in the Original Filing has been updated and this First Amendment continues to speak as of the date of the Original Filing. Other events occurring after the filing of the Original Filing or other disclosure necessary to reflect subsequent events will be addressed in other reports filed with or furnished to the SEC subsequent to the date of the filing of the Original Filing.
On April 19, 2021, Sovrn Holdings, Inc. (“Sovryn”), a wholly-owned subsidiary of Madison Technologies, Inc. (the “Company”) completed the previously announced acquisition of the Acquired Stations (as defined below), to the terms of that certain asset purchase agreement (the “Asset Purchase Agreement”), dated February 17, 2021, by and between Sovryn and NRJ TV II CA OPCO, LLC, a Delaware limited liability company (“OpCo”) and NRJ TV III CA License Co., LLC, a Delaware limited liability company (together with OpCo, “Sellers”). At closing, upon the terms and conditions described in the Asset Purchase Agreement, Sovryn acquired the licenses and Federal Communications Commission (“FCC”) authorizations to the KNET-CD and KNLA-CD Class A television stations owned by the Sellers (the “Acquired Stations”), certain tangible personal property, real property, contracts, intangible property, files, claims and prepaid items together with certain assumed liabilities in connection with the Acquired Stations (the “Asset Sale Transaction”). The purchase price for the Asset Sale Transaction consisted of a payment to the Sellers of $10,330,000, subject to certain adjustments, in cash.
The Asset Purchase Agreement (and the foregoing description of the Asset Purchase Agreement and the transactions contemplated thereby) has been included to provide investors and shareholders with information regarding the terms of the Asset Purchase Agreement and the transactions contemplated thereby. It is not intended to provide any other factual information about the Company or Sovryn. The representations, warranties and covenants contained in the Asset Purchase Agreement were made only as of specified dates for the purposes of the Asset Purchase Agreement, were solely for the benefit of the parties to the Asset Purchase Agreement and may be subject to qualifications and limitations agreed upon by such parties. In particular, in reviewing the representations, warranties and covenants contained in the Asset Purchase Agreement and discussed in the foregoing description, it is important to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. Such representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to shareholders and reports and documents filed with the SEC. Investors and shareholders are not third-party beneficiaries under the Asset Purchase Agreement. Accordingly, investors and shareholders should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or circumstances described therein. Information concerning the subject matter of such representations, warranties and covenants may change after the date of the Asset Purchase Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures.
The foregoing description of the Asset Purchase Agreement does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached hereto.
(a) Financial Statements of Businesses Acquired.
The Company has determined that the Asset Sale Transaction does not constitute the acquisition of a business in accordance with the guidance set forth in Section 11-01(d) of Regulation S-X and therefore financial statements and unaudited combined pro forma financial statements are not required under Regulation S-X.
(b) Pro Forma Financial Information.
The Company has determined that the Asset Sale Transaction does not constitute the acquisition of a business in accordance with the guidance set forth in Section 11-01(d) of Regulation S-X and therefore financial statements and unaudited combined pro forma financial statements are not required under Regulation S-X.
(c) Shell Company Transactions.
Not applicable.
(d) Exhibits.
| 2.1* | Asset Purchase Agreement, dated February 17, 2021, by and between Sovryn Holdings, Inc., NJR TV III CA OPCO, LLC and NRJ TV III CA LICENSE CO., LLC (filed as exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 23, 2021 and incorporated herein by reference) |
*Portions of this exhibit have been omitted to Rule 601(b)(2) of Regulation S-K. The omitted information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
About MADISON TECHNOLOGIES INC. (OTCMKTS:MDEX)
Madison Technologies Inc. is a shell company. The Company is a development-stage technology company, which is engaged in the acquisition and development of technology. The Company, through its subsidiary, Scout Resources, Inc., conducts Canadian exploration activities. The Company intends to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to by persons or firms. The Company does not restrict its search to any specific business, industry or geographical location, and participates in business ventures of any nature.
CVD EQUIPMENT CORPORATION (NASDAQ:CVV) Files An 8-K Termination of a Material Definitive Agreement
CVD EQUIPMENT CORPORATION (NASDAQ:CVV) Files An 8-K Termination of a Material Definitive Agreement
Item 1.02
About CVD EQUIPMENT CORPORATION (NASDAQ:CVV)
CVD Equipment Corporation designs and manufactures equipment and process solutions used to develop and manufacture materials and coatings for research and industrial applications. The Company operates through two divisions: CVD/First Nano and Stainless Design Concepts (SDC). The Company’s CVD/First Nano division supplies chemical vapor deposition systems for use in the research, development and manufacturing of aerospace and medical components, semiconductors, light emitting diodes (LEDs), carbon nanotubes, nanowires, solar cells and a number of other industrial applications. The Company’s SDC division designs and manufactures purity gas and chemical delivery control systems for semiconductor fabrication processes, solar cells, LEDs, carbon nanotubes, nanowires, and other industrial applications. Its products include chemical vapor deposition, rapid thermal processing (RTP), annealing and diffusion furnaces, purity gas and liquid control systems, and quartz-ware.
