Upon the Effective Time, each of the Voting Agreements terminated in accordance with its express terms.
In accordance with the Merger Agreement, at the Effective Time, (i) all members of the board of directors of the Issuer were replaced by the directors of
Merger Sub and (ii) all of the officers of the Issuer were replaced by the officers of Merger Sub. The certificate of incorporation of the Issuer was amended as set forth in
Exhibit B
to the Merger Agreement, and the bylaws of the Issuer
were amended as set forth in
Exhibit C
to the Merger Agreement.
Upon consummation of the Merger, the shares of Issuer Common Stock that previously
traded under the ticker symbol CASM ceased trading on, and have been or are being delisted from, the Nasdaq Capital Market. In addition, the shares of Issuer Common Stock will be deregistered under the Securities Act of 1933.
The above descriptions of the Merger Agreement and Voting Agreements are not intended to be complete and are qualified in their entirety by reference to the
Merger Agreement and the form of Voting Agreement, copies of which are filed as Exhibits hereto and are incorporated herein by reference.
Item 5.
Interest in Securities of the Issuer.
Item 5 of the Original 13D is hereby amended and restated in its entirety as follows:
As a result of the Merger and pursuant to the Merger Agreement, Acquiror acquired, and for purposes of Rule
13d-3
promulgated under the Exchange Act, beneficially owns, and, together with Edwards, has shared power to vote and dispose of, 40,049,789 shares of Issuer Common Stock, which represent 100% of the outstanding shares of Issuer Common Stock immediately
prior to the Effective Time. To the knowledge of each of Acquiror and Edwards, no shares of Issuer Common Stock are beneficially owned by any of the persons identified in
Schedules A
or
B
hereto.
Except as described in this Schedule 13D, there have been no transactions in shares of Issuer Common Stock by Acquiror, Edwards, nor, to the knowledge of each
of Acquiror and Edwards, by any of the persons listed on
Schedules A
and
B
hereto, during the past sixty (60) days.
As
stated above, the above description of the Merger Agreement is not intended to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as an Exhibit hereto and incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 of the Original 13D is hereby amended and supplemented to add the following at the end thereof:
Upon the Effective Time, each of the Voting Agreements terminated in accordance with its express terms.
CUSIP No. 124769209