Premier Exhibitions, Inc. (OTCMKTS:PRXIQ) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On May 25, 2018, the Bankruptcy Court issued an order (the “Order”) granting the Emergency Motion of the Official Committee of Equity Security Holders for Entry of an Order Granting Derivative Standing and Authority to Prosecute and Settle Certain Claims on Behalf of the Debtors’ Estates (the “Motion”). to the Motion, the Official Committee of Equity Security Holders (the “Equity Committee”) appointed in connection with the Debtors’ voluntary petitions for relief under Chapter 11 of the Bankruptcy Code sought derivative and exclusive standing to pursue certain claims on behalf of the Company, including certain claims against current and former directors and officers of the Company (the “D&O Claims”) , for alleged: (i) breach of fiduciary duties to the Company and its shareholders by prioritizing their pecuniary interests in selling certain shares of the Company’s stock and appropriating a corporate opportunity; (ii) aiding and abetting the breaches of fiduciary duties set forth in the prior clause (i); (iii) breach of fiduciary duties and gross negligence related to the Company’s merger with DinoKing Tech Inc.; and (iv) breach of fiduciary duties by Daoping Bao, the Executive Chairman, President and CEO of the Company, for failing to disclose or rectify the errors set forth in the prior clauses (i) through (iii) after being appointed as a director and CEO of the Company.
to the Order, the Equity Committee’s Motion was granted, thereby providing the Equity Committee with standing to commence, prosecute, and if appropriate, settle, the D&O Claims. The Order provides that any adversary proceeding (the “Adversary Proceeding”) initiated by the Equity Committee to advance the D&O Claims shall be stayed for a period from the date such Adversary Proceeding is commenced to a date set by the Bankruptcy Court for a status conference, approximately 60 days thereafter (the “Stay Period”). The Order further provides that during such Stay Period, however, the following actions are not stayed with respect to the D&O Claims and the Adversary Proceeding: (i) the Equity Committee’s seeking of an ex parte order to hold the Adversary Proceeding in abeyance pending a status conference; (ii) the Equity Committee effectuating service of an initial complaint and ex parte order in the Adversary Proceeding; and (iii) the Equity Committee engaging in settlement negotiations with the parties to the Adversary Proceeding. The Order further provides that, until further order of the Bankruptcy Court, defendants to any of the D&O claims shall not be required to file a responsive pleading during the Stay Period, and the Equity Committee’s request for standing to pursue additional claims, as requested in the Motion, shall be continued until a hearing scheduled before the Bankruptcy Court on June 7, 2018.
The foregoing description of the Order does not purport to be complete and is qualified in its entirety by reference to the Order, a copy of which is filed hereto as Exhibit 99.1.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits |
PREMIER EXHIBITIONS, INC. Exhibit…To view the full exhibit click here
About Premier Exhibitions, Inc. (OTCMKTS:PRXIQ)
Premier Exhibitions, Inc. is a provider of museum-quality exhibitions. The Company is engaged in developing and displaying exhibitions for education and entertainment. The Company presents touring exhibitions around the world. The Company’s exhibitions present opportunities to experience compelling stories using authentic objects and artifacts in diverse environments. Its exhibitions are presented in museums, exhibition centers and other entertainment venues. Its exhibitions are presented in areas, including Philadelphia, Winnipeg, Gallipolis, Calgary, Las Vegas and Atlanta. The Company’s services include content development, exhibit design, brand development, space planning and detailed fabrication drawings. It also offers services, such as merchandising; e-commerce, and conceptual exhibition design, including branding, space planning and exhibition design.