Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 35K
2: EX-2.1 Amendment No. 1 to Membership Interest Purchase HTML 17K
Agreement
3: EX-10.1 Amendment No. 1 to Stock Purchase Agreement, Dated HTML 13K
May 31, 2021
4: EX-10.2 Registration Rights Agreement, Dated June 3, 2021 HTML 64K
5: EX-10.3 Registration Rights Agreement, Dated June 3, 2021 HTML 76K
6: EX-10.4 First Amendment to Loan Agreement and HTML 56K
Reaffirmation
7: EX-99.1 Press Release HTML 7K
(Address of principal executive offices) (Zip Code)
(412)
621-0902
(Registrant’s telephone number, including area code)
(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:
☐ Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐ 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 each exchange on which registered
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 ☒
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. ☒
Item 1.01 Entry into a Material Definitive Agreement.
On June 3, 2021 (the “Closing
Date”), Liberated
Syndication, Inc., a Nevada corporation (the
“Company”)
consummated the transactions contemplated by the Membership
Interest Purchase Agreement (as amended, the
“MIPA”),
by and among the Company, AdvertiseCast, LLC, a Wisconsin limited
liability company (“AdvertiseCast”),
the members of AdvertiseCast (the “Members”),
Dave Hanley, and Trevr Smithlin, as Member Representative (the
“Member
Representative”), and
AdvertiseCast became a wholly-owned subsidiary of the Company.
Under the MIPA, on the Closing Date, the Company acquired
AdvertiseCast for a purchase price comprising $19.125 million in
cash (subject to adjustments as provided for in the MIPA for cash,
working capital, expenses and indebtedness) and 2,083,334 shares of
the Company’s common stock (“Common
Stock”) (subject to
claw-back as provided for in the MIPA). At the closing (the
“Closing”),
the Company entered into Amendment No. 1 to Membership Interest
Purchase Agreement (the “MIPA
Amendment”) with
AdvertiseCast, the Members, Dave Hanley and the Member
Representative, under which, among other things, the Company and
the Members made certain adjustments to the potential earn out
distributions.
Simultaneous with the Closing, the Company closed the transactions
contemplated by the Stock Purchase Agreement, dated March 29, 2021,
by and between the Company and the purchasers set forth therein
(the “Purchasers”),
as amended, pursuant to which the Company sold to the Purchasers an
aggregate of 6,633,338 shares of Common Stock for a purchase price
of $3.75 per share, resulting in an aggregate purchase price of
$24.875 million.
The Common Stock was offered and sold under the MIPA and the Stock
Purchase Agreement in reliance upon exemptions from registration
pursuant to Section 4(a)(2) of the Securities Act of 1933, as
amended (the “Securities
Act”), and Rule 506 of
Regulation D promulgated thereunder.
On May 31, 2021, prior to the Closing, the Company entered into
Amendment No. 1 to Stock Purchase Agreement (the
“SPA
Amendment”) with the
Purchasers, pursuant to which, among other things, the Company and
the Purchasers agreed to extend the termination date to July 11,2021.
Under the MIPA and Stock Purchase Agreement, the Company also
entered into a registration rights agreement with
each of (i) the Members (the “AdvertiseCast
Registration Rights Agreement”), and (ii) the Purchasers (the
“PIPE Registration
Rights Agreement”). Under
the AdvertiseCast Registration Rights Agreement, among other
things, holders of registrable securities may demand that the
Company file within 30 days (but not sooner than August 15, 2021)
and use commercially reasonable efforts to cause to be declared
effective as soon as practicable thereafter, a registration
statement covering the resale of all the registrable securities.
Under the PIPE Registration Rights Agreement, among other things,
the Company agreed to file a registration statement covering all
registrable securities no later than August 16, 2021 and use its
commercially reasonable efforts to cause such registration
statement to become effective on or as soon as practicable after
its filing but no later than December 15, 2021. Pursuant to the
PIPE Registration Rights Agreement, the Company’s failure to
file such registration statement, have such registration statement
declared effective or maintain such registration statement’s
effectiveness is subject to liquidated damages as set forth
therein.
Furthermore, on June 4, 2021, the Company entered into an amendment
to its loan agreement (the “Loan Agreement
Amendment”), by and among
the Company, Webmayhem, Inc., a Pennsylvania corporation and a
wholly-owned subsidiary of the Company (“Webmayhem”),
pair Networks, Inc., a Pennsylvania corporation and a wholly-owned
subsidiary of the Company (“pair”,
and together with the Company and Webmayhem, the
“Borrowers”),
and First Commonwealth Bank, a Pennsylvania bank and trust company
(“FCB”). Among other things, the Loan Agreement
Amendment provides for (i) the guarantee of the obligations of the
Borrowers by AdvertiseCast, (ii) FCB receiving a security interest
in certain assets of AdvertiseCast, and (iii) each of the Borrowers
reaffirming the liens, security interests, and confession of
judgment provisions previously granted by them to
FCB.
The foregoing descriptions of the MIPA Amendment, SPA Amendment,
AdvertiseCast Registration Rights Agreement, PIPE Registration
Rights Agreement and the Loan Agreement Amendment are not complete
and are qualified in their entirety by reference to the full text
of such agreements, which are filed as Exhibits 2.1, 10.1, 10.2,
10.3 and 10.4, respectively, to this Current Report on Form 8-K and
incorporated herein by reference.
C:
The MIPA Amendment, SPA Amendment, AdvertiseCast Registration
Rights Agreement, PIPE Registration Rights Agreement and the Loan
Agreement Amendment 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, AdvertiseCast or their respective
subsidiaries and affiliates. The representations, warranties and
covenants contained in such agreements were made only for purposes
of such agreements and as of specific dates, are solely for the
benefit of the parties thereto, 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 thereto, 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, AdvertiseCast 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 thereof, which subsequent information may
or may not be fully reflected in public disclosures by the Company,
AdvertiseCast or their subsidiaries or affiliates.
Item 2.01 Completion of Acquisition or Disposition of
Assets.
The information provided in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference in this Item
2.01.
Item 3.02 Unregistered Sales of Equity Securities.
The information provided in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference in this Item
3.02.
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, as amended (the
“Exchange
Act”), or incorporated by
reference into any filing under the Securities Act, or the Exchange
Act, except as shall be expressly set forth by specific reference
in such filing.
Forward-Looking Statements
This communication may contain certain “forward-looking
statements” within the meaning of Section 27A of the
Securities Act, Section 21E of the Exchange Act, and the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by words such as “expect,”“anticipate,”“believe,”“intend,”“estimate,”“plan,”“target,”“goal,” or similar expressions,
or future or conditional verbs such as “will,”“may,”“might,”“should,”“would,”“could,” or similar variations.
These statements are based on the beliefs and assumptions of the
management of the Company based on information currently available
to management. Such forward-looking statements include, but are not
limited to, certain plans, expectations, goals, projections, and
statements about the benefits of the transactions. Such
forward-looking statements are subject to risks, uncertainties and
other factors that could cause actual results to differ materially
from future results expressed or implied by such forward-looking
statements. While there is no assurance that any list of risks and
uncertainties or risk factors is complete, below are certain
factors which could cause actual results to differ materially from
those contained or implied in the forward-looking statements
including: risks related to the integration of AdvertiseCast; the
financial performance of AdvertiseCast; potential adverse reactions
or changes to business or employee relationships; the possibility
that the anticipated operating results and other benefits of the
acquisition of AdvertiseCast are not realized when expected or at
all; and other risks described in the section entitled “Risk
Factors” under Item 1A in the Company’s Annual Report
on Form 10-K for the year ended December 31, 2019 and in subsequent
periodic and current Securities and Exchange Commission filings the
Company may make. The Company disclaims any obligation to revise or
update any forward-looking statement that may be made from time to
time by it or on its behalf.
Item 9.01 Financial Statements and Exhibits.
(a)
Financial Statements of Business
Acquired. The financial statements required to be filed
under this Item 9.01(a) shall be filed by 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 is required to be
filed.
(b)
Pro Forma Financial
Information. The pro forma financial information required to
be filed under this Item 9.01(b) shall be filed by 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 is required to be
filed.
Amendment No. 1 to
Membership Interest Purchase Agreement, dated June 3, 2021, by and
among Liberated Syndication Inc., AdvertiseCast, LLC, the members
of AdvertiseCast, LLC, Dave Hanley, and Trevr Smithlin, as Member
Representative.*
First Amendment to
Loan Agreement and Reaffirmation, dated June 4, 2021, by and among
Liberated Syndication, Inc., Webmayhem, Inc., and pair Networks,
Inc. and First Commonwealth Bank.*
* 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.
