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Item 1.01 Entry into a Material Definitive Agreement.
Asset Purchase Agreement
On April 6, 2021, Webmayhem, Inc., a Pennsylvania corporation
(“Webmayhem”)
and a wholly-owned subsidiary of Liberated Syndication Inc., a
Nevada corporation (the “Company”),
entered into, and closed (the “Closing”)
the transactions contemplated by, that certain Asset Purchase
Agreement (the “APA”), by and among Webmayhem, Glow
Technologies Inc., a Delaware corporation
(“Glow”),
and Amira Valliani, pursuant to which Webmayhem agreed to acquire
substantially all of the assets of Glow (the
“Acquisition”).
The consideration for the Acquisition is an aggregate of $1.2
million dollars, subject to the terms and conditions set forth
therein, in two installments, of which $800,000 was paid at the
Closing (subject to a customary escrow) and up to $400,000 will be
paid following the completion of the Services (as defined
below).
The APA contains customary representations, warranties, covenants
and indemnities by the parties to such agreement.
Transaction Services Agreement
On April 6, 2021, in connection with the Acquisition, Webmayhem
entered into a Transition Services Agreement (the
“TSA”), by and between Webmayhem and Glow,
pursuant to which Glow agreed to provide, or cause its affiliates
to provide, certain transition services (the
“Services”)
to Webmayhem for specified periods following the
Closing.
The summaries of the APA and TSA in this Current Report on Form 8-K
are qualified by reference to the full text of the APA and TSA,
respectively, which are included as Exhibits 10.1 and 10.2 to this
Current Report on Form 8-K and incorporated herein by
reference.
The APA and TSA have been attached as an exhibit to this report to
provide investors and security holders with information regarding
their terms. It is not intended to provide any other information
about the Company, Glow or their respective subsidiaries and
affiliates. The representations, warranties and covenants contained
in the APA and TSA were made only for purposes of such agreements
and as of specific dates, are solely for the benefit of the parties
to the APA and TSA, respectively, may be subject to limitations
agreed upon by the respective parties, including being qualified by
confidential disclosures made for the purposes of allocating
contractual risk between the parties to the APA and TSA,
respectively, instead of establishing these matters as facts, and
may be subject to standards of materiality applicable to the
parties that differ from those applicable to investors. Investors
should not rely on the representations, warranties or covenants or
any description thereof as characterizations of the actual state of
facts or condition of the Company, Glow or any of their respective
subsidiaries or affiliates. Moreover, information concerning the
subject matter of the representations, warranties and covenants may
change after the respective dates of the APA and TSA, which
subsequent information may or may not be fully reflected in public
disclosures by the Company, Glow or their subsidiaries or
affiliates.
The information under Item 7.01 (including Exhibit 99.1) is
furnished pursuant to Item 7.01 and shall not be deemed filed for
purposes of Section 18 of the Exchange Act of 1934, amended (the
“Exchange
Act”) or incorporated by
reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such
filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Number
Description
10.1*
Asset Purchase Agreement, dated April 6, 2021, by and among Glow
Technologies Inc., Amira Valliani, and Webmayhem, Inc.
10.2*
Transition Services Agreement, dated April 6, 2021, by and between
Glow Technologies Inc. and Webmayhem, Inc.
* Schedules and exhibits have been omitted pursuant to Item
601(a)(5) of Regulation S-K. The Company hereby undertakes to
furnish supplementally a copy of any of the omitted schedules and
exhibits to the Securities and Exchange Commission upon its
request.
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.