Business Context and Reporting Period
This Form 8-K was filed by Concierge Technologies, Inc. (the "Company") on September 19, 2016. The filing reports the entry into a Material Definitive Agreement on the same date. The Company is a Nevada corporation headquartered in Valley Center, California.
Key Financial Metrics
This filing is a current report regarding a corporate transaction and does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial metrics.
Material Changes and Transaction Details
On September 19, 2016, the Company entered into a conditional Stock Purchase Agreement with Wainwright Holdings, Inc. ("Wainwright") and certain shareholders of Wainwright. Key terms include:
- Acquisition Scope: The Company agreed to purchase shares representing approximately 97% of the total issued and outstanding common stock of Wainwright.
- Target Business: Wainwright owns all membership interests of United States Commodity Funds LLC ("USCF") and USCF Advisers, LLC. USCF is a registered commodity pool operator, and USCF Advisers is an SEC-registered investment adviser managing various Funds.
- Ownership Structure: Mr. Nicholas Gerber, along with family members and other Wainwright shareholders, currently owns the majority of both the Company and Wainwright. Post-closing, they will continue to own the majority of the Company's voting shares.
- Future Actions: The Company intends to make an offer to acquire the remaining Wainwright shares prior to Closing.
Guidance, Risks, and Conditions
The transaction is subject to several conditions and risks as outlined in the Agreement:
- Closing Conditions: Closing is contingent upon the satisfaction of conditions in Articles VIII and IX of the Agreement, including the receipt of a Fairness Opinion stating the purchase price is fair to Company shareholders.
- Closing Timeline: Closing shall occur on the later of: (i) two business days after all conditions are satisfied or waived; (ii) the 21st calendar day following the mailing of the Definitive Schedule 14C to shareholders; or (iii) a mutually agreed date.
- Uncertainty: There is no guarantee that the transaction will close as provided or at all. Neither party is guaranteed to fulfill all conditions or waive outstanding conditions.
Investor Verification Checklist
- Verify the full text of the Stock Purchase Agreement (Exhibit 10.1) for specific closing conditions and termination rights.
- Confirm the status of the Fairness Opinion required for closing.
- Review the Definitive Schedule 14C for details on the shareholder vote and timeline.
- Assess the regulatory status of USCF and USCF Advisers as described in the filing.
- Monitor for any subsequent filings regarding the waiver of conditions or failure to close.