Item 1.01 Entry into a Material Definitive Agreement.
The information provided in Item 2.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On
The purchase price for the equity securities of GuruShots consists of
In addition, the Company has committed to a retention pool of
The parties to the SPA have made customary representations, warranties and covenants therein. The assertions embodied in those representations and warranties were made for purposes of the SPA and are subject to qualifications and limitations agreed by the respective parties in connection with negotiating the terms of the SPA. In addition, certain representations and warranties made as of a specified date may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the respective parties rather than establishing matters as facts. For the foregoing reasons, no person should rely on the representations and warranties as statements of factual information at the time they were made or otherwise.
The foregoing description of the GuruShots acquisition is included to provide information regarding its terms. It does not purport to be a complete description and is qualified in its entirety by reference to the full text of the SPA, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
A copy of the press release issued by the Company concerning the acquisition is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
The financial statements required by Item 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 was required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by Item 9.01(b) 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 was required to be filed.
(d) Exhibits. Exhibit No. Document 2.1* Share Purchase Agreement made and entered into onApril 12, 2022 , with effect as ofApril 1, 2022 by and betweenZedge, Inc. , each of the Persons listed as sellers on Schedule A thereto,GuruShots Ltd. , and the Seller's Representative named therein (schedules, exhibits and similar attachments to the Share Purchase Agreement that are not material have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant will furnish supplementally a copy of any omitted schedule, exhibit or similar attachment to theSecurities and Exchange Commission upon request.). 99.1 Press Release of the Registrant datedApril 13, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Denotes certain sensitive business terms have been redacted in accordance with
Item 601(b)(10)(iv) of Regulation S-K.
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