Quarterly report pursuant to Section 13 or 15(d)

Subsequent Events

v3.7.0.1
Subsequent Events
6 Months Ended
Jun. 30, 2017
Subsequent Events [Abstract]  
Subsequent Events

NOTE 22 – SUBSEQUENT EVENTS

 

Public Offering

 

On July 17, 2017, the Company closed an underwritten public offering consisting of 2,608,695 shares of common stock at a price per share of $5.75. In addition, the underwriters of the public offering exercised in full their option to purchase an additional 391,304 shares of common stock. Including this option exercise, the aggregate gross proceeds from the offering of a total of 2,999,999 shares of common stock, before deducting discounts and commissions and offering expenses, were approximately $17.3 million. Net proceeds from the public offering were approximately $16.3 million. The Company used a portion of the net proceeds from the offering to fund the Keytroller Acquisition (as defined below) and intends to use the remaining portion of the net proceeds for general corporate purposes.

 

Keytroller Acquisition

 

On July 31, 2017, the Company, together with its wholly-owned subsidiary, Keytroller, LLC, a Delaware limited liability company (the “Purchaser”), completed the acquisition of substantially all of the assets of Keytroller, LLC, a Florida limited liability company (“Keytroller”), a manufacturer and marketer of a wide range of electronic products for managing forklifts, construction vehicles, and other industrial equipment, pursuant to an asset purchase agreement, dated as of July 11, 2017, by and among the Company, the Purchaser, Keytroller and the principals of Keytroller party thereto (the “Keytroller Acquisition”). Consideration for the Keytroller Acquisition included (i) $7,098,215.99 in cash paid at closing, (ii) 295,902 shares of our common stock issued at closing, (iii) up to a total of $3 million of shares of our common stock as earn-out payments, computed based on a per share price equal to the volume weighted average price of our common stock on the NASDAQ Global Market during the ten consecutive trading days ending on the third trading day prior to the closing date, based on the performance of the acquired business for the two years following closing, and (iv) the assumption of certain liabilities of Keytroller.

 

The Keytroller Acquisition will be accounted for by using the acquisition method of accounting and the purchase price paid in the Keytroller Acquisition will be assigned to the net assets acquired based on the fair value of such assets and liabilities at the date of the Keytroller Acquisition.