Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on
A condition precedent to the closing of the acquisition of Draco is the continued listing of our common stock on the NYSE MKT. Under the original structure, we were required to obtain prior stockholder consent for the closing of the Draco acquisition under Section 712 NYSE MKT Company Guide as the issuance of shares of our common stock would have been in excess of 20% of our outstanding common stock, as well as under Section 713 as the issuance of the shares would have resulted in a change of control of our company and the Draco acquisition would have been treated as a reverse merger. Based upon our informal discussions with the exchange, we do not believe that the exchange would continue the listing of our common stock following the acquisition of Draco based upon the original terms of the transaction and, accordingly, we restructured the transaction. While we will still be required to obtain stockholder approval for the issuance of the shares of our common stock to the Metawise shareholders in order to comply with Section 712 of the NYSE MKT Company Guide, we do not believe the restructured transaction will be accounted for as a reverse acquisition. There are no assurances, however, that NYSE MKT will not still view the restructured transaction as a change of control of our company and that it will consent to the continued listing of our common stock.
The foregoing description of the terms and conditions of Amendment No. 2 to the Share Exchange Agreement is qualified in its entirety by reference to a form of the agreement which is filed as Exhibit 10.1 to this report.
Item 9.01 Financial Statements and Exhibits. (d) Exhibits.
10.1 Form of Amendment No. 2 to Share Exchange Agreement dated
by and among