Attached files
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): December 12, 2016
(December 9, 2016)
Concierge
Technologies, Inc.
(Exact name
of registrant as specified in its charter)
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Nevada
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333-38838
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95-4442384
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(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 2.01
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Completion of Acquisition or Disposition of Assets
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On December 9, 2016 (the “Closing”), Concierge
Technologies, Inc. (the “Company”), a Nevada
corporation, completed the closing of that certain Stock Purchase
Agreement (the “Purchase Agreement”), by and among the
Company and Wainwright Holdings, Inc., a Delaware corporation
(“Wainwright”) and each of the shareholders of
Wainwright common stock (the “Wainwright Sellers”),
dated September 19, 2016, pursuant to which the Wainwright Sellers
agreed to sell, and the Company agreed to purchase : (i) 1,940
shares of Wainwright common stock, par value $0.01 per share, (the
“Wainwright Common Stock”), which represents all of the
issued and outstanding Wainwright Common Stock, in exchange for:
(i) 818,799,976 shares of Company Common Stock, and (ii) 9,354,119
shares of Company Preferred Stock (which preferred shares are
convertible into 187,082,377 shares of Company Common Stock) (the
foregoing (i) and (ii) referred to collectively as the
“Concierge Shares”), subject to the terms and
conditions as provided for in the Purchase Agreement (the
“Transaction”).
As of September 19, 2016, the date of the Agreement, the Wainwright
Common Stock held by the Wainwright Sellers executing the Agreement
represented approximately 97% of the issued and outstanding
Wainwright Common Stock. The Agreement provides that, subject to
certain conditions, the Company was to offer the remaining holders
of Wainwright Common stock the opportunity to become a party to the
Agreement and sell their shares of Wainwright Common Stock held by
them on the terms set forth in the Agreement. Following the filing
of the Company’s Definitive Information Statement on November
18, 2016, before the Closing and only after providing additional
information to the remaining holders of Wainwright Common Stock,
the Company offered those holders the opportunity to become a party
to the Agreement. Prior to the Closing, the remaining holders of
Wainwright Common Stock (approximately 3% of the issued and
outstanding Wainwright Common Stock) signed Joinder Agreements
whereby the remaining holders agreed to become “Wainwright
Sellers” for purposes of the Agreement. The Joinder
Agreements are attached hereto as Exhibit 10.2 and incorporated
herein by this reference.
All defined terms not otherwise defined herein shall have the
meaning as set forth in the Purchase Agreement.
The conditions to the Closing of the Transaction as described in
Articles VIII and IX of Exhibit 10.1 to the Company’s Current Report
on Form 8-K filed on September 20, 2016, which is incorporated
herein by reference, have been fully
satisfied. As such, the Transaction closed on December 9, 2016 (the
“Closing Date”). As a result of the transaction, all of
the shareholders of Wainwright became shareholders of the
Company.
Entry into the Transaction was approved by the Board of Directors
(the “Board”) of the Company and by a majority of the
Company’s shareholders by written consent effective September
19, 2016, subject to the filing of an Information Statement
pursuant to Section 14(c) of the Securities Exchange Act of 1934
(the “Exchange Act”) with the Securities and Exchange
Commission (the “SEC”). The Definitive
Information Statement was filed on November 18, 2016 and on the
same day was mailed to all the Company’s shareholders of
record. Per SEC rules, the Transaction could not close
until twenty (20) days after mailing of the Definitive Information
Statement to the Concierge shareholders. As a result,
the Transaction closed on December 9, 2016, following all
parties’ compliance with the closing conditions set forth in
the Purchase Agreement.
The foregoing description of the Transaction and the Purchase
Agreement is qualified in its entirety by reference to the Purchase
Agreement which was attached as Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed on September 20, 2016, which is
incorporated herein by reference.
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Item 2.01 Completion
of Acquisition or Disposition of Assets.
The
information provided in response to Item 1.01 of this Current
Report on Form 8-K is incorporated by reference into this Item
2.01.
Item 3.02 Unregistered
Sales of Equity Securities.
The
information provided in response to Item 1.01 of this Current
Report on Form 8-K is incorporated by reference into this Item
3.02.
Item
8.01 Other
Events.
On
December 12, 2016, the Company issued a press release announcing
the Closing of the Transaction between the Company and Wainwright.
The press release is furnished as Exhibit 99.2 hereto and
incorporated herein by reference.
Item 9.01 Financial Statements
and Exhibits
(b) Pro forma financial
information.
The pro forma financial information required by this item is
contained in (i) Exhibit 99.2 to this Current Report on Form 8-K,
incorporated herein by reference, and (ii) the historical audited
annual financials and reviewed interim period financial statements
of both the Company and Wainwright as included with the
Company’s Definitive Information Statement on Schedule 14C
filed on November 18, 2016, which is incorporated
herein by this reference.
(d) Exhibits.
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Exhibit
No.
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Description
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10.1
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Stock Purchase Agreement,
dated September 19, 2016, by and between Wainwright Holdings, Inc.
and Concierge Technologies, Inc. (1)
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Joinder Agreements
(2)
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Unaudited condensed
consolidated financial statements of Wainwright Holdings, Inc., as
of and for the three and nine month periods ended September 30,
2016 and 2015 (2)
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Unaudited Combined Condensed
Consolidated Pro Forma Balance Sheet and Statement of Operations
for Concierge Technologies, Inc., as of and for the three months
ended September 30, 2016 (2)
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Press Release of Concierge
Technologies, Inc., dated December 12, 2016. (2)
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(1)
Previously filed as exhibit 10.1 to the Company’s Current
Report on Form 8-K, filed with the Commission on September 20,
2016, and incorporated herein by this reference.
(2)
Filed herewith.
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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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Date:
December 12, 2016
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CONCIERGE
TECHNOLOGIES, INC.
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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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