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Re: rab74 post# 98487

Wednesday, 04/04/2018 1:43:22 AM

Wednesday, April 04, 2018 1:43:22 AM

Post# of 105600
As per your reasoning, they were just as obligated to disclose the termination was due to the plane being found unworthy, which they did not do.

If the plane was unworthy, the agreement would have been terminated by Baltia, not Aerline.

They did disclose the bare minimum as required.
Item 1.02 Termination of a Material Definitive Agreement.
(a) If a material definitive agreement which was not made in the ordinary course of business of the registrant and to which
the registrant is a party is terminated otherwise than by expiration of the agreement on its stated termination date, or as a result of
all parties completing their obligations under such agreement, and such termination of the agreement is material to the registrant,
disclose the following information:

(1) the date of the termination of the material definitive agreement, the identity of the parties to the agreement and a brief
description of any material relationship between the registrant or its affiliates and any of the parties other than in respect of the material
definitive agreement;
(2) a brief description of the terms and conditions of the agreement that are material to the registrant;
(3) a brief description of the material circumstances surrounding the termination; and
(4) any material early termination penalties incurred by the registrant.

https://www.sec.gov/files/form8-k.pdf

Item 1.02 Termination of a Material Definitive Agreement

On August 30, 2017, Baltia Air Lines, Inc. dba USGlobal Airways (the “Company”) entered into a stock purchase agreement (the “Agreement”) with AerLine Holdings Inc. (“AerLine”) for the purchase of all of the issued and outstanding shares of capital stock of Songbird Airways, Inc. (“Songbird”), a wholly owned subsidiary of AerLine, for an aggregate purchase price of $6,500,000 (the “Acquisition”) to be paid in cash, plus any amounts related to certain pre-paid assets of Songbird. The Acquisition was scheduled to close no later than October 31, 2017. In connection with the Agreement, the Company made a good-faith deposit of $1,000,000 with a third party escrow agent, which funds were released to AerLine on September 1, 2017.

The Company received a letter, dated November 22, 2017, from AerLine terminating the Agreement as a result of the Company’s failure to proceed with the closing as scheduled.

https://www.sec.gov/Archives/edgar/data/869187/000161577417007036/s108303_8k.htm

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