SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
|(Exact name of registrant as specified in its charter)|
|(State or other jurisdiction of||(Commission File||(IRS Employer|
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including
area code: (
|(Former name or former address, if changed since last report)|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading
|Name of each exchange on which |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 8.01 Other Events.
On March 27, 2022, the Company agreed to acquire an aggregate of 2,096,061 shares of common stock of the Company, representing 28.6% of the Company’s outstanding shares, from the Estate of Nicholas G. Karabots, Glendi Publications, Inc. and Kappa Media Group, Inc. at a price of $10.45 per share in a privately negotiated transaction. The total purchase price was $21,903,837.45. The transaction closed on March 28, 2022. The closing price of a share of the Company’s common stock was $11.47 on March 25, 2022, the last trading day prior to the agreement. As of the date of closing of the transaction, the repurchased shares were retired and returned to the status of authorized but unissued shares of common stock.
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.
|Date: March 28, 2022||By:||/s/ Christopher V. Vitale|
|Name: Christopher V. Vitale|
|Title: President and Chief Executive Officer|