Item 2.01 Completion of Acquisition or Disposal of Assets.
Item 3.02 Unregistered Sale of Securities.
The compensation for the earn-out will be paid at a rate of
The asset purchase contract contains customary declarations, guarantees and indemnification provisions. Lighthouse’s selling shareholders have agreed to a non-compete, non-solicitation and no-hire clause for a period of five years from the closing date.
We financed the acquisition by taking a
The wife of our VP of sales and marketing
Along with the placement, we have also entered into a registration rights agreement with investors, under which we are required to file a registration statement with the
The agreements also provide for investors to receive additional shares of our common stock in the event that we close a subsequent offering of our common stock at a purchase price of less than
The issuance of ordinary shares was exempt from registration under the exemption provided in Section 4 (a) (2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D, in the extent that it was not a given that no general solicitation or advertising of any kind was used in connection with the show and that there was only one limited number of recipients or that the recipients were knowledgeable qualified investors who understand the risks of investing. Accordingly, the shares issued under the private placement have not been registered under the Securities Act of 1933, as amended, and until such registration, the securities may not be offered or sold in
the lack of registration or the availability of an applicable exemption from registration.
Item 5.02 Departure of directors or certain officers; Election of directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the acquisition of Lighthouse, the
help small businesses increase their export sales. He previously sat on the board of directors of the
There was no related party transaction between
The description of the asset purchase contract, loans and private placement does not claim to be complete and is qualified in its entirety by reference to the full text of the asset purchase contract, loan documents, form of the Securities Purchase Agreement, and the Registration Rights Agreement Form, which are filed as Exhibits 10.1 through 10.7, respectively, of this current Report on Form 8-K and are incorporated herein by reference.
This report does not constitute an offer to sell or the solicitation of an offer to buy, and such securities may not be sold in any state or jurisdiction in which such offer, solicitation or sale would be illegal prior to registration or qualification in under securities laws. of any state or jurisdiction. Any offering will be made only by means of a prospectus, including a prospectus supplement, forming part of the actual registration statement.
This report contains forward-looking statements. Forward-looking statements include, without limitation, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statement relating to our future business or future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by our management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results and results may differ materially from what is expressed or expected in forward-looking statements due to many factors, including the risks discussed in our Annual Report on Form 10-K and in other documents that we deposit from time to time. with the
Item 9.01 Financial Statements and Exhibits.
a) Financial statements of companies or funds acquired.
Financial statements to be filed in accordance with Section 9.01 (a) of Form 8-K will be filed by amendment no later than 71 calendar days after the date this current report on Form 8-K is due.
(b) Pro forma financial information.
Financial statements to be filed under Item 9.01 (b) of Form 8-K will be filed by amendment no later than 71 calendar days after the date on which this Current Report on Form 8-K is to be filed.
3 (d) Exhibits.
10.1 † * Asset Purchase Agreement, dated
Optics Corporation, Inc.and Lighthouse Imaging, LLCand Anania & Associates Investment Company, LLC. 10.2 Form of Securities Purchase Agreement, by and among Precision Optics Corporation, Inc.and several Investors, dated October 4, 2021. 10.3 Form of Registration Rights Agreement, by and among Precision Optics Corporation, Inc.and several Investors, dated October 4, 2021. 10.4* Loan Agreement dated October 4, 2021, by and among Precision Optics Corporation, Inc.and Main Street Bank. 10.5 $250,000Revolving Line of Credit Note dated October 4, 2021. 10.6 $2,600,000Term Loan Note dated October 4, 2021. 10.7 Security Agreement dated October 4, 2021, by and among Precision Optics Corporation, Inc.and Main Street Bank. 10.8 Director side letter agreement dated October 4, 2021.
† Parts of the agreement have been omitted to preserve the
confidentiality of such information. The Company will furnish copies of any such information to the
SECupon request. * The schedules to the agreement have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish copies of any such schedules to the SECupon request. 4
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