SOHM Inc (SHMN)

[SLC-JD]

This is why there was so much pressure from some of us on the board for the Company to provide clarity as to the deal status (and whether it had closed). A 'Definitive Agreement' as that term is used by the SEC is not final until the terms are satisfied by both parties...until then, it is merely (as my contract law prof used to love to say) an "agreement to agree".

If I were a betting man, I'd wager that the prior deal was partially/largely equity driven; after diligence, the seller decided that they weren't comfortable with where SHMN PPS would end up post-transaction, and decided to pull back. But this is just a guess.

What's interesting to me is that there hasn't been an announcement that the deal is dead (typically, if this were a fully reporting company, there would be an obligation to 8-k the dissolution of the Definitive Agreement...it's arguable that a non-reporting company has an obligation to PR the same). This may mean that the seller is retaining the right to evaluate PPS trends up until the deal window closes, and may opt back in. Again, pure speculation.