UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 23, 2018 (May 17, 2018)
Origo Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-36757 | N/A |
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
708 Third Avenue
New York, New York 10017
(Address of Principal Executive Offices) (Zip Code)
(212) 634 - 4512
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 1.01 Entry into a Material Definitive Agreement
On May 22, 2018, Origo Acquisition Corporation (the “Company”) entered into that certain Third Amendment to the Merger Agreement (the “Merger Agreement Amendment”) by and among the Company, Hightimes Holding Corp. (“HTH”), HTHC Merger Sub, Inc. and Jose Aldeanueva, pursuant to which the parties conditionally extended the period after which the Company may terminate the Merger Agreement if all conditions to closing listed therein have not been satisfied to September 12, 2018. Such extension is conditioned upon the Company receiving shareholder approval to extend the liquidation date of the Company to September 12, 2018. HTH maintains the right to unilaterally terminate the Merger Agreement at any time since April 15, 2018. A copy of the Merger Agreement Amendment is attached as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously announced in a Current Report on Form 8-K filed on February 23, 2018, on February 20, 2018, the Company received written notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Nasdaq Hearings Panel (the “Panel”) determined to delist the Company’s securities and, as a result, trading of the Company’s securities on Nasdaq was suspended effective with the open of business on Thursday, February 22, 2018, due to the Company’s non-compliance with certain requirements for continued listing on The Nasdaq Capital Market – as detailed below – including the Company’s failure to complete its proposed business combination with HTH and evidence compliance with all applicable requirements for initial listing on Nasdaq on or before February 19, 2018, which was the deadline previously set by the Panel.
The Company subsequently requested a review of the Panel’s decision by the Nasdaq Listing and Hearing Review Council (the “Listing Council”), which request resulted in a stay of any formal delisting action by Nasdaq at least pending the ultimate outcome of the Listing Council’s review and the expiration of all relevant review and appeal periods. Given the Nasdaq trading suspension, as of February 22, 2018, the Company’s securities under the current trading symbols (OACQF, OAQCF and OACCF) became eligible to trade on in the over-the-counter, OTC Markets system.
As disclosed by the Company on August 28, 2017, on August 23, 2017, the Company received written notice from Nasdaq indicating that, based upon the Company’s non-compliance with Nasdaq Listing Rule 5550(a)(3) (the “Minimum Public Holders Rule”), which requires an issuer listed on The Nasdaq Capital Market to evidence a minimum of 300 public holders, the Company’s securities would be subject to delisting unless the Company timely requested a hearing before the Panel. The Company requested such hearing, at which it presented its plan to file a new listing application for HTH, complete the proposed business combination, and thereby evidence the combined entity’s compliance with all requirements for initial listing on Nasdaq. The Panel subsequently granted the Company’s request for an extension through February 19, 2018 to complete such plan.
Also, as disclosed by the Company on December 8, 2017, on December 4, 2017, the Company received written notice from Nasdaq indicating that it did not satisfy Nasdaq Listing Rule 5620(a) (the “Annual Meeting Requirement”) because the Company did not timely hold an annual meeting for the fiscal year ended November 30, 2016 on or before November 30, 2017. The notice indicated that the Company’s non-compliance with the Annual Meeting Requirement could serve as an additional basis for the delisting of the Company’s securities from Nasdaq. The Company thereafter presented its plan to evidence compliance with the Annual Meeting Requirement promptly following the consummation of the proposed business combination with HTH and the filing of the requisite periodic reports, which would include the financial statements for the fiscal year ended November 30, 2017 (as required by SEC rules), with the Securities and Exchange Commission.
Also, as disclosed by the Company on April 5, 2018, on March 27, 2018, the Company received written notice from Nasdaq indicating that it was not in compliance with Nasdaq Listing Rule IM-5101-2, since the Company had not consummated its initial business combination within 36 months of the effectiveness of its IPO registration statement, which occurred on December 12, 2014. The Company addressed this matter in its appeal.
On April 6, 2018, the Company received written notice from Nasdaq indicating that it was not in compliance with Nasdaq Listing Rule 5250(f) since the Company has not yet paid $42,000 in annual listing fees due to Nasdaq. The notice indicated that the Company will be subject to delisting proceedings if it does not pay the outstanding balance in full. The notice also indicated that this matter serves as an additional basis for delisting the Company’s securities from Nasdaq and that this matter will therefore be considered by the Listing Council in connection with the Company’s appeal. The Company subsequently received an extension from Nasdaq pursuant to which it has until April 20, 2018 to pay the outstanding balance. The Company subsequently paid such outstanding balance in a timely manner.
On May 17, 2018, the Company received a decision by the Listing Council to the Company’s appeal of the Panel’s decision to delist its securities from Nasdaq, upholding the Panel’s decision to commence delisting procedures for the Company’s securities. The Company’s securities continue to trade on the OTC Pink marketplace.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: May 23, 2018 | ORIGO ACQUISITION CORPORATION | ||
| By: | /s/ Edward J. Fred | ||
| Name: Edward J. Fred | |||
| Title: Chief Executive Officer | |||
Exhibit 10.1
THIRD AMENDMENT TO MERGER AGREEMENT
This Third Amendment to Merger Agreement (this “Third Amendment”) is made and entered into as of May 22, 2018 (the “Effective Date”), by and among (i) Origo Acquisition Corporation, a Cayman Islands company (including the Successor from and after the Conversion (as defined below), “OAC”), (ii) Hightimes Holding Corp., a Delaware corporation (the “Company”), (iii) HTHC Merger Sub, Inc., a Delaware corporation and a newly-formed wholly-owned subsidiary of OAC (“Merger Sub”), and (iv) Jose Aldeanueva, solely in the capacity as the OAC Representative pursuant to the designation in Section 10.13 (the “OAC Representative”). OAC, the Company, Merger Sub and the OAC Representative is hereinafter sometimes individually referred to as a “Party” and collectively, as the “Parties.”
WITNESSETH:
| A. | The Parties are the signatories to that certain Merger Agreement, dated July 24, 2017, among the Parties, as amended by a first amendment, dated as of September 27, 2017, and as further amended by a second amendment, dated as of February 28, 2018 (the “Merger Agreement”); and |
| B. | Under the terms of the Merger Agreement, the Company is entitled upon written notice to OAC to terminate the Merger and the Merger Agreement in the event that by June 12, 2018 all of the conditions to Closing set forth in Article VII had not occurred. |
| C. | As of the date of this Third Amendment, OAC’s Registration Statement on Form S-4 has not been declared effective by the SEC and the required OAC Stockholder Approval Matters have not been obtained. |
| D. | OAC has requested that the Company forbear from exercising its right to terminate the Merger Agreement and the Company is willing to do so, upon the terms and subject to the conditions set forth herein. |
NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Third Amendment as if fully set forth below, and in accordance with Section 10.8 of the Merger Agreement, the Parties hereby agree to amend the Merger Agreement as follows:
1. Unless otherwise expressly defined herein, all capitalized terms used in this Amendment shall have the same meaning as they are defined in the Merger Agreement.
2. Subsection 8.1(b) and Subsection 8.1(c) of the Merger Agreement are hereby deleted in their entirety and replaced with the following Subsection 8.1(b) and Subsection 8.1(c); it being understood by the Parties that all of the remaining subsections in Section 8.1 shall remain in full force and effect and are incorporated herein by this reference:
“8.1 Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time as follows:
(b) by written notice by OAC to the Company, if any of the conditions to the Closing set forth in Article VII have not been satisfied or waived by September 12, 2018, assuming OAC receives the approval of its stockholders for the extension to September 12, 2018, and if such approval has not been obtained, such earlier date as has been approved by OAC’s stockholders (the “Outside Date”); provided, however, the right to terminate this Agreement under this Section 8.1(b) shall not be available to OAC if the breach or violation by such Party or its Affiliates of any representation, warranty, covenant or obligation under this Agreement was the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date;
(c) by the Company, immediately upon written notice given by the Company to OAC, at any time from and after April 15, 2018, (the “Company Termination Date”);
3. No Further Amendment. Except as expressly amended pursuant to the terms of this Amendment, all of the terms and conditions of the Merger Agreement shall remain unmodified and shall remain in full force and effect.
[Signature page follows]
IN WITNESS WHEREOF, each Party hereto has caused this Third Amendment to Merger Agreement to be signed and delivered by its respective duly authorized officer as of the date first above written.
| OAC: | ||
| ORIGO ACQUISITION CORPORATION | ||
| By: | /s/ Edward J. Fred | |
| Name: Edward J. Fred | ||
| Title: Chief Executive Officer | ||
| The Company: | ||
| HIGHTIMES HOLDING CORP. | ||
| By: | /s/ Adam E. Levin | |
| Name: Adam E. Levin | ||
| Title: Chief Executive Officer | ||
| Merger Sub: | ||
| HTHC MERGER SUB, INC. | ||
| By: | /s/ Edward J. Fred | |
| Name: Edward J. Fred | ||
| Title: President | ||
| The OAC Representative: | ||
| /s/ Jose Aldeanueva | ||
| Jose Aldeanueva, in the capacity hereunder as the OAC Representative | ||
[Signature Page to Third Amendment to Merger Agreement]