Thursday, February 22, 2018 12:54:59 PM
CHANGE OF CONTROL
Pursuant to the terms of the Definitive Documentation, upon Closing IndeLiving will become our wholly-owned subsidiary and the former shareholders of IndeLiving will collectively hold approximately 41% of our issued and outstanding capital stock, which includes shares owned by Platinum Equity prior to Closing. The transactions contemplated by the Definitive Documentation will be intended to be a reorganization pursuant to the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended.
We anticipate that the shares of our common stock issued to the former IndeLiving shareholders will be issued in reliance on exemptions from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “ Securities Act ”). We also anticipate that each of the IndeLiving shareholders will be an “accredited investor” as that term is defined in Rule 501 under the Securities Act.
As described above, pursuant to the Definitive Documentation and upon the Closing, our Board of Directors will appoint Mr. Boruff to the Board, and elect him our President and Chief Executive Officer. At Closing, Mr. Gindro will resign as a member of our Board of Directors and Ms. Osterman will resign from all offices with our Company, but will remain an officer of our Grasshopper Staffing subsidiary. Because of the change in composition of our Board and the issuance of securities completed by the Definitive Documentation, there will be a change of control of the Company on the Closing of the Acquisition.
Our completion of the transactions contemplated under the Definitive Documentation is subject, first, to the execution and delivery of the proposed Definitive Documentation by the parties thereto, and second, to the satisfaction of certain contingencies and compliance with regulatory requirements to be set forth in the proposed Definitive Documentation. Consummation of the Acquisition will also be conditioned upon, among other things, preparation, filing and distribution to our stockholders of this Information Statement. There can be no assurance that the proposed Definitive Documentation will be executed and delivered or that the Acquisition will be completed.
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