Common Contracts
19 similar null contracts by Time Warner Inc., VISION HYDROGEN Corp, Cryoport, Inc., others
SHINECO, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONShineco, Inc. • December 1st, 2023 • Agricultural production-crops
On May 29, 2023, Shineco, Inc. (the “Company”), through its wholly-owned subsidiary, Shineco Life Science Group Hong Kong Co., Limited (“Life Science HK”), entered into a stock purchase agreement (the “Agreement”) with Dream Partner Limited, a BVI corporation (“Dream Partner”), Chongqing Wintus Group, a corporation incorporated under the laws of mainland China (“Wintus”) and certain shareholders of Dream Partner (the “Sellers”), pursuant to which Shineco Life shall acquire 71.5% equity interest in Wintus (the “Acquisition”). As the consideration for the Acquisition, the Company (a) paid the Sellers an aggregate cash consideration of $2,000,000; (b) issued certain shareholders, as listed in the Agreement, an aggregate of 10,000,000 shares of the Company’s restricted Common Stock; and (c) transferred and sold to the Sellers 100% of the Company’s equity interest in Beijing Tenet-Jove Technological Development Co., Ltd. (“Tenet-Jove”). The Acquisition was approved at the special meeting of
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATIONInpixon • March 20th, 2023 • Services-computer programming services
On September 25, 2022, Inpixon (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, KINS Technology Group Inc., a Delaware corporation (“KINS”), CXApp Holding Corp., a Delaware corporation and newly formed wholly-owned subsidiary of Inpixon (“CXApp” and, together with Inpixon, collectively, the “Companies”), and KINS Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of KINS (“Merger Sub”), pursuant to which KINS will acquire Inpixon’s enterprise apps business (including its workplace experience technologies, indoor mapping, events platform, augmented reality and related business solutions) (the “Enterprise Apps Business”) in exchange for the issuance of shares of KINS capital stock (the “Business Combination”) to be issued to Inpixon stockholders.
VISION HYDROGEN CORPORATION UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONVISION HYDROGEN Corp • May 17th, 2022 • Industrial inorganic chemicals
The following unaudited pro forma condensed combined financial information is based on the historical financial statements of Vision Hydrogen Corporation. (the “Company”) and VoltH2 Holdings AG (“VoltH2”) after taking into effect the Share Purchase Agreement (“SPA”) entered into May 6, 2022 whereby the Company agreed to sell our 100% interest in our Vlissingen green hydrogen development project and our 50% interest in our Terneuzen green hydrogen development project and related assets (the “Dutch Projects”) to the Purchaser in exchange for $11,250,000 and the 1,768,182 shares of our common stock held by the Purchaser (the “Purchase Price”).
VISION HYDROGEN CORPORATION UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONVISION HYDROGEN Corp • May 17th, 2022 • Industrial inorganic chemicals
The following unaudited pro forma condensed combined financial information is based on the historical financial statements of Vision Hydrogen Corporation. (the “Company”) and VoltH2 Holdings AG (“VoltH2”) after taking into effect the Share Purchase Agreement (“SPA”) entered into May 6, 2022 whereby the Company agreed to sell our 100% interest in our Vlissingen green hydrogen development project and our 50% interest in our Terneuzen green hydrogen development project and related assets (the “Dutch Projects”) to the Purchaser in exchange for $11,250,000 and the 1,768,182 shares of our common stock held by the Purchaser (the “Purchase Price”).
HEALTHCARE TRIANGLE, INC.Healthcare Triangle, Inc. • February 23rd, 2022 • Services-computer integrated systems design
On December 10, 2021, Healthcare Triangle, Inc. (the “Company”) entered into a Share Purchase Agreement (the "Share Purchase Agreement") with Devcool, Inc., a California corporation ("Devcool"), Go To Assistance Inc., a California corporation ("Seller"), and Mr. Sandeep Deokule, current Chief Executive Officer of Devcool (“SD”). Pursuant to the Share Purchase Agreement, the Company will acquire 5,000,000 shares of Devcool’s Class B Common Stock, par value $0.0001, which represents all of the issued and outstanding capital stock of Devcool (the “Acquisition”). The closing of the Acquisition occurred on December 10, 2021 (the “Closing Date”).
INMED PHARMACEUTICALS, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONInMed Pharmaceuticals Inc. • December 22nd, 2021 • Pharmaceutical preparations
On October 13, 2021, the Company and BayMedica, LLC, formerly InMed LLC (“Merger Sub”), the Company’s wholly-owned subsidiary, entered into an amended and restated agreement and plan of reorganization (the “Amended Agreement”) with BayMedica, BM REP, LLC, as the stockholder representative, and certain BayMedica stockholders, pursuant to which the Company acquired all of BayMedica’s outstanding shares of common stock (the “Merger”). The Amended Agreement amended and restated the previously-reported agreement and plan of reorganization, dated as of September 10, 2021, by and among the Company, Merger Sub, BayMedica, BM REP, LLC, as the stockholder representative, and certain BayMedica stockholders, in its entirety (the “Original Agreement”).
HG HOLDINGS, INC. and SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSHG Holdings, Inc. • November 18th, 2021 • Real estate investment trusts
On September 1, 2021, HG Holdings, Inc. (the “Company”) entered into a Membership Interests Purchase Agreement (the “Purchase Agreement”) with Title Agency Ventures LLC, a Delaware limited liability company (“TAV”), and Fidelis US Holdings, Inc., a Delaware corporation (“Seller”). On such date, pursuant to the Purchase Agreement and in an immediate sign-and-close transaction, the Company purchased 50% of the membership interests of TAV from Seller (the “Second Acquisition”) for $2.2 million (the “Purchase Price”).
Unaudited Pro Forma Condensed Combined Financial InformationRekor Systems, Inc. • September 14th, 2021 • Communications equipment, nec
On August 18, 2021, Rekor Systems, Inc. (the “Company”) entered into that certain share purchase agreement (the “Purchase Agreement”) by and among the Company, Waycare Technologies Ltd. (“Waycare”), the sellers of Waycare named in the Purchase Agreement (the “Sellers”), and Shareholder Representative Services LLC, solely in its capacity as the representative of the Sellers, pursuant to which the Company acquired 100% of the issued and outstanding capital stock of Waycare from the Sellers (the “Acquisition”).
MUSCLE MAKER, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATIONMuscle Maker, Inc. • July 28th, 2021 • Retail-eating & drinking places
On May 14, 2021, Muscle Maker, Inc. (the “Company”) entered into a Membership Interest Purchase Agreement with the members (the (“Poke Sellers”) of PKM Stamford, LLC, Poke Co., LLC, LB Holdings LLC, and TNB Holdings, LLC, each a Connecticut limited liability company (collectively, the “Poke Entities”) pursuant to which the Company acquired all of the issued and outstanding membership interest of the Poke Entities in consideration of $4,000,000 in cash and $730,000 payable in the form of a promissory note (the “Poke Note”). The closing occurred on May 14, 2021. Within 90 days of the closing, the purchase price will be adjusted to reflect credit card payments and third-party delivery vendors of the Poke Entities prior to the closing and the aggregate amount of expenses and liabilities incurred by the Poke Entities after the Closing but accrued or attributable to the period prior to the closing. If the Adjustment Amount is a positive amount, the Company shall remit the adjustment amount t
VINCO VENTURES, INC. AND SUBSIDIARIES UNAUDITED COMBINED FINANCIAL STATEMENTS OF OPERATIONSVinco Ventures, Inc. • January 6th, 2021 • Games, toys & children's vehicles (no dolls & bicycles)
On September 29, 2020, the Company (as “Purchaser”) entered into a Purchase and Sale Agreement (the “Agreement”) with Graphene Holdings, LLC, Mercury FundingCo, LLC, Ventus Capital, LLC and Jetco Holdings, LLC (together the “Sellers”) to acquire all outstanding Membership Units (the “Units”) of TBD Safety, LLC (“TBD”). Collectively, the Sellers own all outstanding Units of TBD. Under the terms of the Agreement, the Company is to issue a total of Two Million Two Hundred Ten Thousand Three Hundred Eighty-Two (2,210,382) shares of the Company’s common stock and a total of Seven Hundred Sixty-Four Thousand Six Hundred Eighteen (764,618) shares of a newly designated Preferred Stock (the “Preferred”). In addition, the Company and Sellers shall enter into a Registration Rights Agreement (the “Registration Rights Agreement”) in favor of the Sellers obligating the Company to register such Common Stock and shares of Common Stock to be issued upon conversion of the Preferred within 120 days after
ContractTivity Health, Inc. • December 15th, 2020 • Services-misc health & allied services, nec
Effective December 9, 2020, Tivity Health, Inc. (the "Company" or "TVTY") completed the sale (“Sale”) of its Nutrition segment ("Nutrition Business") to Kainos NS Holdings LP (“Parent”) and KNS Acquisition Corp., an indirect wholly owned subsidiary of Parent (“Kainos”), pursuant to terms of the previously announced Stock Purchase Agreement ("Purchase Agreement") among the Company, Parent, and Kainos. The Nutrition segment was comprised of Nutrisystem, Inc.’s legacy business and included the Nutrisystem® and the South Beach Diet® programs. The following unaudited pro forma condensed consolidated financial information is based on our historical consolidated financial statements adjusted to give the effect of the Sale. Beginning in the fourth quarter 2020, Nutrition Business results will be reflected in our consolidated financial statements as discontinued operations.
RING ENERGY, INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTSRing Energy, Inc. • June 19th, 2019 • Crude petroleum & natural gas
On February 25, 2019, Ring Energy, Inc. (“Ring” or the “Company”) entered into a purchase and sale agreement (the “Purchase Agreement”) with Wishbone Energy Partners, LLC, Wishbone Texas Operating Company LLC and WB WaterWorks LLC (collectively, “Sellers”), to acquire oil and gas assets in Gaines, Yoakum, Runnels and Coke Counties, Texas and Lea County, New Mexico primarily on the Northwest Shelf (the “Acquisition”). Ring agreed to acquire the oil and gas assets from Sellers for a purchase price of $270 million in cash and the issuance of $30 million in shares of common stock. The purchase price was subject to customary purchase price adjustments.
Cryoport Inc. and Subsidiaries Unaudited Pro Forma Condensed Combined Financial InformationCryoport, Inc. • June 14th, 2019 • Arrangement of transportation of freight & cargo
On May 14, 2019, Cryogene, Inc., a Texas corporation and a wholly owned subsidiary of Cryoport, Inc., a Nevada corporation (the “Company”), and CryoGene Partners, a Texas general partnership doing business as Cryogene Labs (“CryoGene”), entered into an Asset Purchase Agreement. The closing of the transaction contemplated in the Asset Purchase Agreement occurred simultaneously with the execution of the Asset Purchase Agreement on May 14, 2019. The Company paid consideration of $20.5 million in cash at closing. This amount is subject to a post-closing adjustment related to prepaid expenses and deferred revenue, as defined in the Asset Purchase Agreement.
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS For the years ended December 31, 2016 and 2015 and the six months ended June 30, 2017New Age Beverages Corp • August 28th, 2017 • Malt beverages
Further to the Form 8-K dated June 13, 2017, on March 23, 2017, New Age Beverages Corporation (“we” or the “Company”), entered into an Asset Purchase Agreement (the “Agreement”) whereby the Company acquired substantially all of the operating assets of Marley Beverage Company, LLC (“Marley”), which is a company engaged in the development, manufacturing, selling and marketing of nonalcoholic relaxation teas and sparkling waters, and ready to drink coffee drinks (the “Acquisition”). On June 13, 2017 (the “Closing Date”), the parties executed the Asset Purchase Agreement for the Acquisition.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTSMultimedia Platforms Inc. • May 27th, 2015 • Services-prepackaged software
On January 9, 2015, Multimedia Platforms, Inc. (formerly Sports Media Entertainment Corp.) (the “Company”, “Registrant” and “Legal Acquirer”) entered into a Share Exchange Agreement (the “Merger”), between and among the Company and Multimedia Platforms, LLC, a Florida Limited Liability Corporation (“Accounting Acquirer”), all the members of MMP LLC (the "Members"), Harrison Holdings, LLC and Amalfi Coast Capital (collectively, the "Debt Holders"). Pursuant to the Merger, the Registrant was (i) to issue to the Debt Holders a total of 4,000,000 shares of Series B Convertible Preferred stock in exchange for all the indebtedness of the Company totaling approximately $688,138 as of December 31, 2014; issue (ii) 21,320,832 shares of restricted common stock and (iii) 34,390,199 shares of Series A Convertible Preferred stock (collectively, the “Merger Shares”) to the Members in exchange for 100% of the Members interest in MMP LLC. The Merger Shares were adjusted such that 30,748,969 shares of
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL DATAId Systems Inc • March 25th, 2010 • Communications equipment, nec
See the accompanying notes to the unaudited pro forma combined condensed financial statements which are an integral part of these statements.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATIONTime Warner Inc. • December 11th, 2009 • Services-motion picture & video tape production
On November 16, 2009, Time Warner Inc., a Delaware corporation (“Time Warner” or the “Company”), and AOL Inc., a Delaware corporation (“AOL”), entered into a separation and distribution agreement (the “Separation Agreement”) for the purpose of legally and structurally separating AOL from Time Warner (the “AOL Separation”). Pursuant to the Separation Agreement, (i) Time Warner and AOL completed certain internal restructuring transactions and effected certain transfers of assets and assumed certain liabilities such that substantially all of the assets and liabilities relating to the AOL business were transferred to and assumed by AOL and (ii) effective as of 11:59 p.m. on December 9, 2009 (the “Distribution Date”), Time Warner distributed all of the issued and outstanding shares of common stock, par value $0.01 per share, of AOL to Time Warner’s stockholders of record as of 5:00 p.m. on November 27, 2009 as a pro rata dividend in a spin-off.
UNAUDITED PRO FORMA CONSOLIDATED HISTORICAL INFORMATIONTime Warner Inc. • March 13th, 2009 • Services-motion picture & video tape production
After completing the Separation, the Company will effect a reverse stock split at 7:00 p.m. on March 27, 2009 by proportionately reducing the number of shares of Time Warner Common Stock issued and outstanding or held in treasury based on a reverse stock split ratio of 1-for-3.
Acquisition/Purchase Price Accounting – AMV Holding Limited GroupMandalay Media, Inc. • January 6th, 2009 • Patent owners & lessors
Mandalay Media, Inc., a Delaware corporation (“Mandalay”), entered into a Stock Purchase Agreement on October 8, 2008 (the “Original Agreement”), as subsequently amended on October 23, 2008 (the “Agreement”), with Jonathan Cresswell (“Cresswell”), Nathaniel MacLeitch (“MacLeitch,” and together with Cresswell, the “Founding Sellers”) and certain shareholders of AMV Holding Limited, a United Kingdom private limited company (“AMV”) signatories thereto (the “Non-Founding Sellers”). Pursuant to the Agreement, on October 23, 2008, Mandalay consummated the acquisition of 100% of the issued and outstanding share capital of AMV (the “AMV Shares”) and 80% of the issued and outstanding share capital of Fierce (the “Fierce Shares,” and together with the AMV Shares, the “Shares”). The Founding Sellers and the Non-Founding Sellers, together with the holders of options to purchase shares of capital stock of AMV (the “Option Holder Sellers”) who have exercised such options prior to closing and deliver
