UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO-I/A
(Amendment No. 1)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
SYMBOLIC LOGIC, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Common Stock, par value $0.001 per share
(Title of Class of Securities)
30049R209
(CUSIP Number of Class of Securities)
Matthew Stecker
Chief Executive Officer
9800 Pyramid Court, Suite 400
Englewood, CO 80112
(303) 802-1000
(Name, address and telephone number of person authorized to receive notice and communications on behalf of the filing person)
Copy to:
Robert S. Matlin, Esq.
David A. Bartz, Esq.
K&L Gates LLP
599 Lexington Ave
New York, NY 10022
(212) 536-3900
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ¨ | third-party tender offer subject to Rule 14d-1. |
| x | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third Party Tender Offer) |
This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on May 23, 2022 (as it may be further amended or supplemented from time to time, the “Schedule TO”) related to the offer by Symbolic Logic, Inc., a Delaware corporation (the “Company”), to purchase for cash up to $9.6 million of shares of its common stock, par value $0.001 per share, pursuant to (i) auction tenders at prices specified by the tendering shareholders of not less than $1.30 and not more than $1.55 per share, or (ii) purchase price tenders, in either case, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in the Offer to Purchase, dated May 23, 2022 (the “Offer to Purchase”), a copy of which was filed therewith as Exhibit 12(a)(1)(A), and in the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, as they may be amended or supplemented from time to time, the “Tender Offer”), a copy of which was attached as Exhibit 12(a)(1)(B) to the Schedule TO. The Company expects to announce the final results on Tuesday, June 28, 2022 and purchase the accepted shares thereafter.
Capitalized terms used but not defined in this Amendment No. 1 have the meanings assigned to such terms in the Schedule TO and the Tender Offer.
This Amendment No. 1 to the Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(4) promulgated under the Securities Exchange Act of 1934, as amended.
Only those items amended or supplemented are reported in this Amendment No. 1. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged. This Amendment No. 1 should be read together with the Schedule TO and the Tender Offer.
Item 11.
Item 11 of the Schedule TO is hereby supplemented by adding the following:
“On June 24, 2022, the Company issued a press release announcing the preliminary results of the Tender Offer, which expired one minute after 4:59 Eastern Daylight Time on June 23, 2022. A copy of the press release is filed as Exhibit (a)(5)(B) hereto and is incorporated by reference herein.”
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
(a)(5)(B) Press release issued June 24, 2022, announcing the preliminary results of the tender offer.
| * | Management contract or executive compensation plan or arrangement |
| ** | Filed Previously |
| √ | Filed herewith |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Symbolic Logic, Inc. | |||
| Date: June 24, 2022 | By: | /s/ Matthew Stecker | |
| Name: | Matthew Stecker | ||
| Title: | Chief Executive Officer and Executive Chairman | ||
EXHIBIT (a)(5)(B)
SYMBOLIC LOGIC, INC. ANNOUNCES THE PRELIMINARY RESULTS OF ITS MODIFIED “DUTCH AUCTION” TENDER OFFER
ENGLEWOOD, COLORADO, U.S.A., June 24, 2022 /EINPresswire.com/ -- Symbolic Logic, Inc. (OTC PINK: EVOL) (the “Company”) announced today the preliminary results of its modified “Dutch auction” tender offer to purchase with cash up to $9.6 million of shares (the “Shares”) of its common stock (the “Common Stock”) which expired one minute after 4:59 P.M. (Eastern Daylight Time) on June 23, 2022.
Based on the preliminary count by the depositary for the tender offer, a total of 1,501,192 Shares of Common Stock were validly tendered and not validly withdrawn at a price per Share of not less than $1.30 and not more than $1.55.
In accordance with the terms and conditions of the tender offer and based on the preliminary count by the depositary, the Company may purchase up to 1,501,192 shares of Common Stock through the tender offer at a maximum price of $1.55 per Share, for a total cost not to exceed $2,326,847.60, excluding fees and expenses. The total of 1,501,192 shares of Common Stock that the Company expects to accept for purchase represents approximately 12.2 % of the Company’s total shares of common stock outstanding as of May 23, 2022.
The number of Shares expected to be purchased in the tender offer and the purchase price per Share are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the depositary and is based on the assumption that all Shares tendered through notice of guaranteed delivery will be delivered within the required two business day period. The final number of Shares to be purchased in the tender offer and the final purchase price per Share will be announced following the expiration of the guaranteed delivery period and the completion by the depositary of the confirmation process. Payment for the Shares accepted for purchase pursuant to the tender offer, and the return of all other Shares tendered and not purchased, will occur promptly following the completion of the confirmation process. The Company expects to fund the purchase of Shares in the tender offer, together with all related fees and expenses, with cash and cash equivalents on hand.
D.F. King and Co., Inc. is serving as information agent for the tender offer and American Stock Transfer & Trust Company, LLC is serving as the depositary for the tender offer.
About Symbolic Logic
Symbolic Logic, Inc. (OTC PINK: EVOL) is a technology research and development organization currently pursuing multiple strategic market opportunities that leverage its history as a digital marketing and activation company previously serving over a billion customers. The Company sold its two largest operating divisions in January 2022 and has entered a research and development phase. Founded in 1985, the Company has its headquarters in Englewood, Colorado.
CAUTIONARY STATEMENT
This news release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, based on current expectations, estimates and projections that are subject to risk. Specifically, statements about the market for, and performance of, the Company’s products, the Company’s plans to develop new products, its ability to successfully integrate its solutions with existing customer network systems, the Company’s business strategy and the Company’s cash runway are forward-looking statements. These statements are based on the Company’s expectations and are naturally subject to uncertainty and changes in circumstances. Readers should not place undue reliance on these forward-looking statements. Actual results could vary materially from these expectations. For a more extensive discussion of the Company’s business, and important risk factors that could cause actual results to differ materially from those contained in the forward-looking statements, please refer to the Company’s filings and reports filed with the United States Securities and Exchange Commission. All forward-looking statements contained in this press release speak only as of the date on which they were made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.
Alice Ahern
Investor Relations