Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - CONCIERGE TECHNOLOGIES INC | cncg_ex991.htm |
| EX-10.1 - STOCK PURCHASE AGREEMENT - CONCIERGE TECHNOLOGIES INC | cncg_ex101.htm |
U.S.
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): September 19,
2016
Concierge
Technologies, Inc.
(Exact name
of registrant as specified in its charter)
| Nevada |
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333-38838
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95-4442384 |
| (state of incorporation) |
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(Commission File Number |
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(IRS Employer I.D. Number) |
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29115
Valley Center Rd., K-206
Valley
Center, CA 92082
(866)
800-2978
|
(Address and
telephone number of registrant's principal
executive offices
and principal place of business)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☐
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive Agreement
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On September 19, 2016, Concierge Technologies, Inc., a Nevada
corporation (the “Company”), entered into a conditional
Stock Purchase Agreement (the “Agreement”), dated
September 19, 2016, with Wainwright Holdings, Inc., a Delaware
corporation (“Wainwright”) and certain shareholders of
Wainwright (the “Sellers”), pursuant to which the
Sellers conditionally agreed to sell, and the Company conditionally
agreed to purchase, shares representing approximately 97% of the
total issued and outstanding common stock of Wainwright (the
“Wainwright Shares”). The Company intends to make an
offer to acquire the remaining Wainwright shares of common stock
prior to the Closing. All defined terms not otherwise defined
herein shall have the meaning as set forth in the Agreement which
is attached hereto as Exhibit 10.1 and incorporated herein by this
reference.
As a
result of the transaction, current shareholders of Wainwright will
become shareholders of the Company. Mr. Gerber, along with certain
family members and certain other Wainwright shareholders, currently
own the majority of the common stock in the Company as well as
Wainwright. Following the closing of this transaction, he and those
shareholders will continue to own the majority of the Company
voting shares.
Wainwright owns all
of the issued and outstanding limited liability company membership
interests of United States Commodity Funds LLC, a Delaware limited
liability company (“USCF”) and USCF Advisers, LLC
(“USCF Advisers”). USCF is a commodity pool operator
registered with the Commodity Futures Trading Commission. USCF
Advisers is an SEC registered investment adviser. USCF and USCF
Advisers act as the advisers to the Funds set forth in the
Agreement (each, a “Fund”, and collectively, the
“Funds”).
The
Closing shall occur on the later of (i) the date that is two
Business Days following the date on which the last of the
conditions to Closing set forth in Articles VIII and IX of the
Agreement have been satisfied or, to the extent permitted by
applicable Legal Requirements, waived by the relevant party, (ii)
the 21st
calendar following the date on which the Definitive Schedule 14C
was mailed to the Concierge Shareholders, and (iii) such other time
and date as the parties may agree.
The
conditions to the Closing of the Contemplated Transaction are more
particularly described in Articles VIII and IX of Exhibit 10.1
which is attached hereto and incorporated herein by this reference.
The conditions to the Closing include, but are not limited to, the
Company’s receipt of a Fairness Opinion to the effect that,
as of the date of the Agreement, and based upon and subject to the
limitations and assumptions set forth in such opinion, the Purchase
Price to be paid by the Company pursuant to the Agreement is fair,
from a financial point of view, to the holders of shares of the
Company.
There
is no guarantee that the Closing of the Contemplated Transaction
will occur either as provided for in the Agreement or at all. There
is no guarantee that either the Company or Wainwright will fulfill
all conditions to Closing and that if not fulfilled, that either
party will waive the outstanding condition to Closing.
Item 8.01.
Other Events.
On
September 19, 2016, the Company issued a press release announcing
its entry into the Agreement. The press release is furnished as
Exhibit 99.1 hereto and incorporated herein by
reference.
2
Item
9.01 Financial
Statements and Exhibits
(d) Exhibits.
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Exhibit No.
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Description
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Stock
Purchase Agreement By and Among Concierge Technologies, Inc.,
Wainwright Holdings, Inc. and Each of the Individuals and Entities
Executing Signature Pages Attached Thereto
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Press
Release of Concierge Technologies, Inc., dated September 19,
2016.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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CONCIERGE TECHNOLOGIES,
INC.
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Date:
September 19,
2016
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By:
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/s/
Nicholas
Gerber
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Nicholas Gerber,
Chief Executive Officer
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