Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on July 19, 2021, SigmaTron International,
Inc. (the "Company"), Remy Pom, Inc., a wholly-owned subsidiary of the Company
("Merger Sub"), Wagz, Inc. ("Wagz"), Terry B. Anderton, solely in his capacity
as Wagz shareholders' representative (the "Shareholders' Representative") and
Terry B. Anderton, individually solely for purposes of Section 7.02
("Anderton"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"), pursuant to which, subject to the terms and conditions therein,
Merger Sub will be 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 a Form 8-K filed by the Company on July 21, 2021.
On December 7, 2021, the Company, Merger Sub, Wagz, the Shareholders'
Representative and Anderton entered into a First Amendment to Agreement and Plan
of Merger (the "Amendment"), which (1) establishes that out of the 2,443,870
shares of common stock of the Company to be issued in the Merger (the "Merger
Shares"), 1,546,592 shares are allocated to Wagz shareholders (excluding the
Company) and 897,278 shares are allocated to the Company and treated and retired
as treasury stock, and (2) makes other administrative and conforming changes. Of
the 897,278 shares allocated to the Company that will be retired as treasury
stock, 624,351 shares result 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). In negotiating
the Amendment and reaching a final allocation of the Merger Shares, both the
Company and Wagz took into account the financial resources provided to Wagz as
well as the projected future financial requirements.
The Merger Shares to be 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.
The parties to the Merger Agreement expect that the Merger will close
by December 31, 2021, subject to the satisfaction of conditions by both parties
prior to closing.
The description of the Amendment provided herein is qualified by
reference to the Amendment, which is attached to this Form 8-K as Exhibit 10.2
and is incorporated by reference herein.
Item 2.02. Results of Operations and Financial Condition.
On December 10, 2021, the Company issued a press release announcing the
Company's financial results for its fiscal quarter ended October 31, 2021 and
announcing the entry into the Amendment described above in Item 1.01 of this
Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Form
8-K.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosure set forth in Item 1.01 of this Form 8-K is incorporated
by reference into this Item 3.02.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
Agreement and Plan of Merger, dated July 19, 2021, by and
Exhibit among SigmaTron International, Inc., Remy Pom, Inc., Wagz,
10.1 Inc., and Terry B. Anderton (incorporated by reference to the
Current Report on Form 8-K filed with the Securities and
Exchange Commission on July 21, 2021).*
Exhibit First Amendment to Agreement and Plan of Merger, dated
10.2 December 7, 2021, by and among SigmaTron International, Inc.,
Remy Pom, Inc., Wagz, Inc., and Terry B. Anderton.*
Exhibit SigmaTron International, Inc. press release dated December
99.1 10, 2021.
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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