SEC Filing Summary: SilverSun Technologies, Inc. (8-K)
Business Context and Reporting Period
This Current Report on Form 8-K was filed by SilverSun Technologies, Inc. (the "Company") on January 12, 2012. The report details a corporate restructuring event involving the Company and its subsidiary, SWK Technologies, Inc. ("SWK").
Key Financial Metrics
The filing does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity figures. The document focuses exclusively on the terms of a share exchange agreement.
Material Changes
On January 12, 2012, the Company entered into a Share Exchange Agreement with certain shareholders of SWK. Key terms include:
- Transaction: SWK shareholders exchanged an aggregate of 25 shares of SWK for 22,664,678 shares of the Company's common stock.
- Outcome: Upon consummation, SWK became a wholly-owned subsidiary of SilverSun Technologies, Inc.
- Regulatory Status: The issuance of shares was conducted as a private placement under Section 4(2) of the Securities Act of 1933 and/or Rule 506 of Regulation D, relying on the status of the shareholders as "accredited investors."
Guidance, Outlook, and Risks
The filing contains no management commentary, forward-looking guidance, or specific risk factors related to future operations. The primary contingency noted is the reliance on exemptions from registration requirements for the equity issuance.
Investor Verification Checklist
- Verify the exact number of shares issued (22,664,678) and the resulting dilution impact on existing shareholders.
- Confirm the valuation implied by the exchange of 25 SWK shares for the Company's common stock.
- Review the full text of the Share Exchange Agreement (Exhibit 10.1) for any covenants or restrictions.
- Assess the financial health and assets of SWK now that it is a wholly-owned subsidiary.