03/03/2026 | Press release | Distributed by Public on 03/03/2026 08:03
| Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
The information contained in the Introductory Note of this Current Report on Form 8-K isincorporated by reference into this Item 2.01.
As described in the Introductory Note above, on March 3, 2026, Purchaser irrevocably accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer on or prior to the Expiration Time. On March 3, 2026, the Merger was completed pursuant to Section 251(h) of the DGCL, with no vote of the Company's stockholders required. Upon the consummation of the Merger, the Company became a direct wholly owned subsidiary of Parent.
| Item 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
The information contained in the Introductory Note and Item 2.01 of this Current Report on Form 8-Kis incorporated by reference into this Item 3.01.
In connection with the closing of the Merger, the Company (i) notified The Nasdaq Stock Market LLC ("Nasdaq") that the Merger was consummated and (ii) requested that Nasdaq (A) halt trading of and delist the Shares effective before the opening of trading on March 3, 2026, and (B) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company also intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 under the Exchange Act, requesting the termination of registration of the Shares under Section 12(g) of the Exchange Act and the suspension of the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as practicable.
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| Item 3.03 |
Material Modification to Rights of Security Holders. |
The information contained in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-Kis incorporated by reference into this Item 3.03.
| Item 5.01 |
Changes in Control of Registrant. |
The information contained in the Introductory Note and Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-Kis incorporated by reference into this Item 5.01.
As a result of the consummation of the Offer and the consummation of the Merger in accordance with Section 251(h) of the DGCL on March 3, 2026, a change in control of the Company occurred. At the Effective Time, the Company became a direct wholly owned subsidiary of Parent.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The information contained in the Introductory Note of this Current Report on Form 8-K isincorporated by reference into this Item 5.02.
In accordance with the terms of the Merger Agreement, at the Effective Time (i) each of Brian Wong, Michael Giordano, Mary Ann Gray, Linda Kozick, Lori Lyons-Williams, Scott Braunstein and Ashley Dombkowski resigned from his or her respective position as a member of the Company's board of directors, including from any and all committees thereof, and (ii) Kevin Ryan and Justin Tze-ChiehHuang, each a director of Purchaser immediately prior to the Effective Time, became directors of the Company.
Effective immediately following completion of the Merger, all of the incumbent officers of the Company, as of immediately prior to the Effective Time, were removed as officers of the Company. Following the Effective Time, the officers of the Company are as follows: Kevin Ryan as Vice President and Treasurer, Justin Tze-ChiehHuang as President and Secretary and Hatixhe Hoxha as Assistant Secretary. Biographical and other information with respect to Kevin Ryan, Justin Tze-ChiehHuang and Hatixhe Hoxha is set forth in Schedule I to the Offer to Purchase, a copy of which is attached as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO filed with the SEC by Parent on February 2, 2026 and is incorporated herein by reference.
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company's certificate of incorporation and bylaws were each amended and restated in their entirety in the forms filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, andare incorporated herein by reference.