XML 32 R22.htm IDEA: XBRL DOCUMENT v3.21.2
SUBSEQUENT EVENTS
3 Months Ended
Jun. 30, 2021
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

NOTE 15 - SUBSEQUENT EVENTS

As previously disclosed, on October 16, 2020, the Company entered into a stock purchase agreement (as subsequently amended, the SPA) with Stadco New Acquisition, LLC, a wholly owned subsidiary of the Company, the Acquisition Sub, STADCO, Stadco Acquisition, LLC, or Holdco, and each stockholder of Holdco. The SPA provides for the Company, through Acquisition Sub, to acquire all of the issued and outstanding capital stock of STADCO from Holdco. STADCO, the operating subsidiary of Holdco, is a California corporation in the business of manufacturing high-precision parts, assemblies and tooling for aerospace, defense, research and commercial customers.

On July 23, 2021, the Company entered into the Third Amendment to Stock Purchase Agreement effective as of July 20, 2021, with Acquisition Sub, STADCO, Holdco and Douglas A. Paletz, as representative of the STADCO stockholders of Holdco. Under the terms of SPA, if the Acquisition was not closed by July 31, 2021, either the Company or Stadco could have terminated the SPA. The Third Amendment effected a change to this provision by extending until August 31, 2021 the date after which the parties may terminate if the Acquisition has not closed.

The Third Amendment also effected changes to the consideration payable for STADCO’s securities in the Acquisition. Previously, the SPA provided that the consideration payable by the Company for 100% of the shares of common stock of STADCO in the Acquisition would be 1,000,000 shares of the Company’s common stock. Under the Third Amendment, at the closing of the Acquisition, the Company will issue 666,666 shares of the Company’s common stock, or the Consideration Shares, as consideration for 100% of the shares of common stock of STADCO. However, if one year following the closing of the Acquisition, the Company’s stock price does not have an average closing price of at least $1.65 per share, then the Company must (i) issue additional shares to Holdco that have an aggregate market value equal to the difference between the market value of the Consideration Shares and the value of the Consideration Shares if they had traded at $1.65 per share, (ii) pay such difference in cash or (iii) undertake any combination of the foregoing. The Amendment also effected certain other minor changes to the SPA.