Item 2.01. Completion of Acquisition or Disposition of Assets.
On December 31, 2021 (the "Closing Date"), SigmaTron International, Inc. (the
"Company") consummated the transactions contemplated by the Agreement and Plan
of Merger, dated July 19, 2021, as amended by the First Amendment to Agreement
and Plan of Merger, dated December 7, 2021 (as amended, the "Merger Agreement"),
among the Company, Remy Pom, Inc., a wholly-owned subsidiary of the Company (the
"Merger Sub"), Wagz, Inc. ("Wagz"), Terry B. Anderton, solely in his capacity as
Wagz shareholders' representative and Terry B. Anderton, individually solely for
purposes of Section 7.02 thereof, pursuant to which Merger Sub merged with and
into Wagz, resulting in Wagz being the surviving corporation and a wholly-owned
subsidiary of the Company (such transaction, the "Merger"). The material terms
of the Merger Agreement were summarized in Current Reports on Form 8-K filed by
the Company on July 21, 2021 and December 10, 2021, which are incorporated
herein by reference.
As previously described in the Company's Current Report on Form 8-K filed with
the Securities and Exchange Commission (the "SEC") on December 10, 2021, the
consideration that was paid in the Merger consisted of an aggregate of 2,443,870
shares (the "Merger Shares") of the Company's common stock, par value $0.01
("Common Stock"), consisting of (1) of 1,546,592 shares issued to Wagz
shareholders (excluding the Company) and (2) 897,278 shares allocated to the
Company and treated as treasury stock. Of the 897,278 shares of Common Stock
allocated to the Company that were treated as treasury stock, 624,351 shares
resulted from the conversion of 600,000 shares of Wagz common stock owned by the
Company and $12 million of the Company's outstanding Convertible Secured
Promissory Notes, and 272,927 shares represent a reduction of shares allocated
to Wagz shareholders (excluding the Company).
Item 3.02. Unregistered Sales of Equity Securities.
As previously described in the Company's Current Report on Form 8-K filed with
the SEC on December 10, 2021, the Merger Shares issued pursuant to the Merger
Agreement to the Wagz shareholders have not been registered under the Securities
Act of 1933, as amended (the "Securities Act"), in reliance on the exemption
from registration provided by Section 4(a)(2) of the Securities Act and by Rule
506 of Regulation D, and in reliance on similar exemptions under applicable
state laws.
Item 7.01. Regulation FD Disclosure.
On the Closing Date, the Company issued a press release, dated January 3, 2022,
announcing the closing of the Merger. A copy of the Company's press release is
furnished as Exhibit 99.1 and is incorporated herein by reference.
All information in the press release is furnished and shall not be deemed
"filed" with the SEC for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or otherwise be subject to the
liability of that Section, and shall not be deemed to be incorporated by
reference into any filing under the Securities Act or the Exchange Act, except
to the extent that the Company specifically incorporated it by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
To the extent required by Item 9.01(a) of Form 8-K, the Company will file such
financial statements as an amendment to this Current Report on Form 8-K not
later than 71 days after the date this Current Report on Form 8-K would
otherwise be required to be filed.
(b) Pro forma financial information.
To the extent required by Item 9.01(b) of Form 8-K, the Company will file such
pro forma financial information as an amendment to this Current Report on Form
8-K not later than 71 days after the date this Current Report on Form 8-K would
otherwise be required to be filed
(d) Exhibits.
Exhibit No. Description
Exhibit Agreement and Plan of Merger, dated July 19, 2021, by and among
10.1* SigmaTron International, Inc., Remy Pom, Inc., Wagz, Inc., and
Terry B. Anderton (incorporated by reference to Exhibit 10.1 to
the Company's Current Report on Form 8-K filed with the SEC on
July 21, 2021).
Exhibit First Amendment to Agreement and Plan of Merger, dated December
10.2* 7, 2021, by and among SigmaTron International, Inc. Remy Pom,
Inc., Wagz, Inc., and Terry B. Anderton (incorporated by reference
to Exhibit 10.1 to the Company's Current Report on Form 8-K filed
with the SEC on December 10, 2021).
Exhibit SigmaTron International, Inc. press release dated January 3,
99.1 2022.
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Exhibits and schedules omitted pursuant to Item 601(b)(2) of Regulation
S-K. The Company agrees to furnish a supplemental copy of any omitted exhibit
or schedule to the SEC upon request.
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