SEC Filing Summary: Concierge Technologies, Inc. (8-K)
Business Context and Reporting Period
This Form 8-K, dated December 12, 2016, reports the completion of a stock purchase transaction by Concierge Technologies, Inc. (the "Company"). The transaction closed on December 9, 2016, following the acquisition of 100% of the outstanding common stock of Wainwright Holdings, Inc. ("Wainwright"). The deal was approved by the Company's Board of Directors and shareholders via written consent on September 19, 2016, and required a 20-day waiting period after the mailing of a Definitive Information Statement on November 18, 2016.
Key Financial Metrics and Transaction Terms
The filing details the consideration paid for the acquisition of 1,940 shares of Wainwright common stock (representing 100% of the issued and outstanding stock). The consideration consisted of:
- Common Stock: 818,799,976 shares of Company Common Stock.
- Preferred Stock: 9,354,119 shares of Company Preferred Stock, convertible into 187,082,377 shares of Company Common Stock.
The filing text does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for the Company or Wainwright within the body of this report. Pro forma financial information is referenced as being contained in Exhibit 99.2 and the Schedule 14C filed on November 18, 2016, but the numerical data is not present in this document.
Material Changes
The primary material change is the ownership structure of the Company. As a result of the transaction, all shareholders of Wainwright became shareholders of Concierge Technologies, Inc. The transaction involved a significant issuance of equity, including over 818 million common shares and nearly 9.4 million preferred shares.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard incorporation by reference to the Purchase Agreement and the Definitive Information Statement. The transaction was contingent upon the satisfaction of conditions outlined in the Purchase Agreement, which were fully satisfied prior to the closing date.
Key Facts for Investor Verification
- Transaction Completion: Verify the closing date of December 9, 2016, and the transfer of 100% of Wainwright's equity.
- Dilution Impact: Confirm the total number of shares issued (818,799,976 common + 9,354,119 preferred) and the resulting dilution to existing shareholders.
- Pro Forma Financials: Review Exhibit 99.2 and the Schedule 14C (filed November 18, 2016) for the combined financial position, as this 8-K does not list specific financial metrics.
- Shareholder Approval: Note that the transaction was approved by a majority of shareholders via written consent, not a formal meeting vote.