UNITED STATES
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): March 28, 2022
Infinite Group, Inc. |
(Exact name of registrant as specified in its charter) |
Delaware |
| 000-21816 |
| 52-1490422 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
175 Sully’s Trail, Suite 202, Pittsford, New York |
| 14534 | |||||
(Address of principal executive offices) |
| (Zip Code) | |||||
Registrant’s telephone number, including area code: (585) 385-0610
N/A
(Former name or former address, if changed since last report)
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:
☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
N/A |
| N/A |
| N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
First Amendment to Stock Purchase Agreement
As previously reported, on January 31, 2022, Infinite Group, Inc., a Delaware corporation (the “Buyer”), entered into a Stock Purchase Agreement (the “Agreement”), by and among Infinite Group, Inc., a Delaware corporation; the David A. Nelson, Jr. Living Trust (“Seller”); David A. Nelson, Jr. (the “Beneficiary” and, together with Seller, the “Seller Parties”); and Pratum, Inc., an Iowa corporation (the “Company” or “Pratum”), whereby the Buyer agreed to acquire all of the issued and outstanding equity securities of the Company from the Seller Parties (the “Acquisition”) for a sum certain. Pursuant to the terms of the Agreement, the Agreement may be terminated under certain circumstances, including, among other things, if the Acquisition does not close by March 31, 2022 (the “Outside Date”).
On March 28, 2022, the Buyer, the Seller Parties, and Pratum entered into an agreement whereby the parties agreed to the extend the Outside Date, as set forth in Section 2.1 of the Agreement, to May 15, 2022 (“First Amendment”). No other provisions of the Agreement were otherwise amended or waived by the First Amendment, and the Agreement remains in full force and effect.
The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the First Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. |
| Description |
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2 |
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.
| Infinite Group, Inc. | ||
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Date: March 30, 2022 | By: | /s/ James Villa |
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| James Villa | |
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| Chief Executive Officer | |
3 |
EXHIBIT 10.1
First Amendment to Stock Purchase Agreement
THIS FIRST AMENDMENT TO THE STOCK PURCHASE AGREEMENT (the “Amendment”), dated as of March 28, 2022, is made by and among Infinite Group, Inc., a Delaware corporation (“Buyer”); Pratum, Inc., an Iowa corporation (the “Company”); the David A. Nelson, Jr. Living Trust (“Seller”); and David A. Nelson, Jr. (the “Beneficiary” and, together with Seller, the “Seller Parties” and with Buyer, the “Parties” with each individually being a “Party”).
Whereas, the Parties have entered into Stock Purchase Agreement (the “Agreement”) dated as of January 31, 2022 (the “Execution Date”);
Whereas, the Parties have full power and authority to amend the Agreement pursuant to Section 8.6 of the Agreement; and
Whereas, the Parties desire to extend the Outside Date from March 31, 2022 to May 15, 2022, all as more fully described herein.
Now, Therefore, in consideration of the terms and conditions set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Definitions. Capitalized terms used and not otherwise defined herein have the meaning ascribed to such terms in the Agreement.
2. Amendments to the Agreement. The Agreement is amended, effective as of the date hereof, as follows:
(a) Section 2.1 is hereby amended to delete the reference to March 31, 2022 and replace it with May 15, 2022.
3. Reference to and Effect on the Agreement. Except as specifically modified or amended by the terms of this Amendment, the Agreement, the Disclosure Schedules, and all provisions contained therein are, and shall continue, in full force and effect and are hereby ratified and confirmed. All references in the Agreement to itself shall be deemed references to the Agreement as amended hereby.
4. Counterparts. This Agreement may be executed in one or more counterparts including by facsimile or other means of electronic transmission, such as by electronic mail in “.pdf” form, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.
5. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York (regardless of the laws that might be applicable under principles of conflicts of law of such State) as to all matters, including matters of validity, construction, effect and performance.
6. Successors and Assigns. This Amendment shall be binding upon the parties to the Agreement and their respective successors and permitted assigns.
7. Headings. Headings in this Amendment are included for convenience or reference purposes only and shall not constitute a part of this Amendment for any other purpose.
[Signature page follows]
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized officers, all as of the date and year first above written.
| INFINITE GROUP, Inc. | |||
| By: | /s/ James Villa | ||
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| Name: | James Villa | |
| Title: | Chief Executive Officer | ||
| PRATUM, Inc. | |||
| By: | /s/ David A. Nelson, Jr. | ||
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| Name: | David A. Nelson, Jr. | |
| Title: | CEO | ||
| DAVID A NELSON, JR. LIVING TRUST | |||
| By: | /s/ David A. Nelson, Jr. | ||
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| David A. Nelson, Jr., Trustee | |
| /s/ David A. Nelson, Jr. | |||
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| David A. Nelson, Jr. |
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[Signature Page to Amendment No. 1 to Stock Purchase Agreement]