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2: EX-99.1 Miscellaneous Exhibit HTML 13K
6: R1 Cover Document HTML 45K
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(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (i407) i333-9911
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
i☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol(s)
Name of exchange on which registered
iCommon Stock, $.001 par value per share
iFARO
iThe
Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o
Item 3.02. Unregistered Sales of Equity Securities.
On September 1, 2022, FARO Technologies, Inc. (the “Company”) entered into certain Share Purchase
Agreements (the “Purchase Agreements”) to acquire all of the equity interests in NGH Holdings Limited (“GeoSLAM”) (the “Acquisition”). Under the terms of the Purchase Agreements, GeoSLAM shareholders received a cash payment of £22.0 million and 495,562 shares of the Company’s common stock, $0.001 par value (“Common Stock”), as consideration for the Acquisition and the Company agreed to register the Common Stock on a registration statement on Form S-3.
The foregoing transaction did not involve any underwriters, any underwriting discounts or commissions, or any public offering. The Company issued
the Common Stock in reliance upon the exemptions from registration afforded by Section 4(a)(2) under the Securities Act of 1933, as amended, because the issuance of securities to the recipients did not involve a public offering, and no public solicitation or advertisement was made or relied upon in connection with the issuance of the shares.
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
