Business Context and Reporting Period
This Form 8-K was filed by Cerberus Cyber Sentinel Corporation (the "Company") on June 30, 2021. The Company is an emerging growth company incorporated in Delaware. The filing reports the entry into a Material Definitive Agreement on June 30, 2021.
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity for the reporting period. The document focuses exclusively on the terms of a merger agreement.
Material Changes
The primary material change is the execution of an Agreement and Plan of Merger. Key terms include:
- Transaction Structure: Catapult Acquisition Corporation ("Catapult") will merge with and into Catapult Acquisition Merger Sub, LLC ("Merger Sub"), a wholly-owned subsidiary of the Company.
- Consideration: All outstanding Catapult shares will convert into the right to receive up to 3,000,000 shares of Cerberus common stock.
- Holdback: 300,000 shares of the Cerberus stock consideration are subject to a holdback provision.
- Target Business: Catapult operates under the brand name "VelocIT," providing enterprise IT solutions (including server management, cybersecurity, and business continuity) to small and medium-sized businesses from its base in Cranbury, New Jersey.
Outlook, Risks, and Management Commentary
The merger is contingent upon the completion of certain conditions specified in the Merger Agreement. The transaction is expected to become effective as soon as practicable following the satisfaction of these conditions. The filing notes that the description provided does not purport to describe all terms and provisions of the agreement. No specific risks, contingencies, or unusual items beyond the standard merger conditions are detailed in this text.
Investor Verification Checklist
- Verify the specific conditions to closing required in the Merger Agreement.
- Confirm the terms and duration of the 300,000 share holdback provision.
- Review the full Merger Agreement for additional covenants, representations, and warranties not summarized in this 8-K.
- Assess the financial health and operational status of Catapult (VelocIT) prior to the merger.