Qumu Corporation (NASDAQ:QUMU) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01
As previously disclosed, on February 11, 2020, Qumu Corporation (“Qumu) entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Synacor, Inc. (“Synacor”) and Quantum Merger Sub I, Inc., a direct, wholly owned subsidiary of Synacor (“Merger Sub”).
On June 29, 2020, Qumu, Synacor and Merger Sub entered into an agreement to terminate the Merger Agreement (the “Mutual Termination Agreement”). to the Mutual Termination Agreement, the Merger Agreement was terminated and the parties provided a mutual release of claims relating to the Merger Agreement and related agreements.
to the terms of the Mutual Termination Agreement, Qumu paid Synacor $250,000 on June 29, 2020 and is obligated to pay an additional $1,450,000 if (a) within fifteen (15) months following June 29, 2020, an Acquisition Transaction in respect of Qumu is consummated with a Person other than Synacor or (b) (i) within fifteen (15) months following June 29, 2020, Qumu enters into a binding definitive agreement for an Acquisition Transaction with a Person other than Synacor and (ii) such Acquisition Transaction is ultimately consummated (whether or not during the foregoing fifteen (15)-month period). For the purposes of the Mutual Termination Agreement, all references to fifteen percent (15%) or eighty-five percent (85%) in the definition of “Acquisition Transaction” of the Merger Agreement shall be replaced by fifty percent (50%).
The summary of the Mutual Termination Agreement set forth under this Item 1.02 is qualified in its entirety by reference to the complete terms and conditions of the Mutual Termination Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On June 29, 2020, Qumu and Synacor issued a joint press release announcing the termination of the Merger Agreement, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| 99.1 | Joint Press Release Issued by Qumu Corporation and Synacor, Inc. on June 29, 2020. |
Qumu Corp Exhibit
EX-10.1 2 ex10-1.htm EXHIBIT 10.1 MUTUAL TERMINATION AGREEMENT This MUTUAL TERMINATION AGREEMENT (this “Agreement”),…
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About Qumu Corporation (NASDAQ:QUMU)
Qumu Corporation (Qumu) is an enterprise video content management software company. The Company is engaged in providing tools businesses need to create, manage, secure, deliver and measure their videos. The Company operates through the enterprise video content management software business segment. Its video content management software solutions allow organizations to create, capture, organize and deliver content across the extended enterprise to a range of end points, including mobile devices and thick or thin clients. Qumu’s video platform supports both live and on-demand streaming. The Qumu platform is a video content management software solution that can be deployed as a perpetual software license, a term software license or a cloud-hosted software as a service (SaaS). Qumu Capture Studio is a portable software-enabled device that records, edits and publishes video and presentation content.