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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): November 19, 2023
SIGMA
ADDITIVE SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-38015 |
|
27-1865814 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
3900
Paseo del Sol
Santa
Fe, New Mexico 87507
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (505) 438-2576
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
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
SASI |
|
The
NASDAQ Stock Market LLC |
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
November 19, 2023, upon the recommendation of the Compensation Committee of the Board of Directors (the “Board”) of Sigma
Additive Solutions, Inc. (“we,” “our,” “us,” or the “Company”), the Board approved and
adopted certain retention bonus and separation plans for Jacob Brunsberg, our President and Chief Executive Officer, and Frank Orzechowski,
our Chief Financial Officer. The separation plans were adopted in contemplation of our proposed acquisition of NextTrip Holdings, Inc.,
or NextTrip, pursuant to the previously announced Share Exchange Agreement, which contemplates that Mr. Brunsberg will resign as our
President and Chief Executive Officer and as an employee of the Company concurrently with the closing of the acquisition and that William
Kerby, the co-founder and Chief Executive Officer of NextTrip, will concurrently be appointed as our Chief Executive Officer.
The separation plans approved by the Board are memorialized in Retention Bonus and Separation Agreements dated November 22, 2023
(each, a “Separation Agreement”) between the Company and each of Messrs. Brunsberg and Orzechowski.
The
Company’s former retention bonus plan and related change in control plan and the Retention Bonus and Change in Control Agreements
dated as of January 26, 2023 between the Company and each of Messrs. Brunsberg and Orzechowski (together, the “CIC Agreements”)
have been terminated, and Messrs. Brunsberg and Orzechowski have no further rights or benefits under the CIC Agreements.
Pursuant
to the Separation Agreement with Mr. Brunsberg, he will resign from his roles as President and Chief Executive Officer of the
Company effective as of the closing of the acquisition of NextTrip. Subject to his resignation, he will be entitled to receive (1) a
cash payment in the amount of $204,511 (the “Brunsberg Prorated Retention Bonus”), which is equal to the retention bonus
that would have otherwise been payable to Mr. Brunsberg under his CIC Agreement, prorated through December 31, 2023, and (2) subject
to his execution of a general lease, a separation payment equal to three months’ base salary, in the amount of $62,500. Mr. Brunsberg
also will be awarded 31,250 shares of restricted stock, or restricted stock units, or stock options to purchase up to 31,250 shares of
Company common stock, which equity shall be issued under the Company’s 2023 Equity Incentive Plan (the “Plan”), subject
to stockholder approval of the Plan at the Company’s 2023 Annual Meeting of Stockholders; in the event that the 2023 Plan has not
been adopted and implemented by the Company as of the closing of the acquisition, then such equity award will be issued to Mr. Brunsberg
on such later date that the 2023 Plan or a similar equity incentive plan is adopted and implemented by the Company. Notwithstanding the
foregoing, in the event that the acquisition does not close for any reason, the Separation Agreement will have no force or effect,
except that the Company will pay Mr. Brunsberg the Brunsberg Prorated Retention Bonus in conjunction with the closing of the previously
disclosed sale of assets to Divergent Technologies, Inc., if ever.
Pursuant
to the Separation Agreement with Mr. Orzechowski, he will be entitled to receive a cash payment in the amount of $109,073 (the “Orzechowski
Prorated Retention Bonus”), which is equal to the retention bonus that would have otherwise been payable to Mr. Orzechowski under
his CIC Agreement, prorated through December 31, 2023, upon the closing of the acquisition of NextTrip. Subject to his execution of a
general release, Mr. Orzechowski will also be entitled to receive a severance payment of $200,00, which is equal to his current base
annual salary, in the event that his employment is terminated by the Company without “cause” or he resigns for “good
reason” (in each case as defined in his Separation Agreement) within 18 months following the closing of the acquisition. Notwithstanding
the foregoing, in the event that the acquisition does not close for any reason, the Separation Agreement will have no force or
effect, except that the Company will pay Mr. Orzechowski the Orzechowski Prorated Retention Bonus in conjunction with the closing of
the previously disclosed sale of assets to Divergent Technologies, Inc., if ever.
The
foregoing description of the Separation Agreements does not purport to be complete and is qualified in its entirety by reference to the
full and complete terms of the Separation Agreements, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current
Report and incorporated herein by reference.
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.
| Date:
November 24, 2023 |
SIGMA ADDITIVE SOLUTIONS, INC. |
| |
|
|
| |
By:
|
/s/
JACOB BRUNSBERG |
| |
Name:
|
Jacob
Brunsberg |
| |
Title: |
President
and Chief Financial Officer |
Exhibit
10.1
RETENTION
BONUS AND SEPARATION AGREEMENT
This
Retention Bonus and Separation Agreement (this “Agreement”), dated as of November 22, 2023, is entered into
by and between JACOB BRUNSBERG (“Executive”) and SIGMA ADDITIVE SOLUTIONS, INC, a Nevada corporation (together with
its subsidiaries and affiliated companies, the “Company”). Throughout this Agreement, Executive and the Company are
sometimes referred to individually as a “party” and collectively as the “parties.”
Recitals
A.
Executive is willing to resign as the President and Chief Executive Officer of the Company to facilitate the closing of the Company’s
pending acquisition of NextTrip Holdings, Inc. (the “Acquisition”) pursuant to the Share Exchange Agreement dated
as of October 12, 2023 between the Company, NextTrip Holdings, Inc., NextTrip LLC and the NextTrip Representative, as amended by that
First Amendment dated November 19, 2023, and to forego certain rights and benefits under the Retention Bonus and Change in Control Agreement
entered into on January 26, 2023 (the “CIC Agreement”) by Executive and the Company.
B.
Executive and the Company wish to enter into an agreement to set forth certain rights and obligations of the parties in connection with
Executive’s resignation in connection with the Acquisition or, in the event the Acquisition does not occur, the Company’s
sale of assets (the “Asset Sale”) pursuant to the Asset Purchase Agreement dated as of October 6, 2023 between the
Company and Divergent Technologies, Inc.
Agreements
NOW,
THEREFORE, in consideration of the foregoing recitals and the mutual promises contained below, it is agreed as follows:
1.
Resignation. In conjunction with the closing of the Acquisition, Executive shall tender to the Board of Directors of the Company
his written resignation as the President and Chief Executive Officer and an employee of the Company, effective as of closing of the Acquisition
(the “Resignation Date”). Executive’s employment by the Company will terminate on the Resignation Date. For
clarity, Executive shall continue to serve as a director of the Company following the Acquisition.
2.
Resignation Consideration.
(a)
Subject to Executive’s tender of his resignation as provided in Section 1, on the Resignation Date, to the extent it has not previously
done so, the Company shall pay Executive all accrued and unpaid salary, paid time off, and any other amounts owed or would be owed in
the ordinary course due him through the Resignation Date and shall reimburse Executive for unreimbursed business expenses incurred by
Executive to the extent they are valid and reimbursable under the Company’s policies. In addition to the payment of such salary,
paid time off, and reimbursement of expenses, subject to the terms and provisions of this Agreement, on the Resignation Date the Company
shall pay Executive $204,511, which amount is equal to the “Retention Bonus” that would otherwise be payable to Executive
under the CIC Agreement, prorated through December 31, 2023 (the “Prorated Retention Bonus”). Subject to the terms
and provisions of this Agreement, on the Resignation Date the Company also shall pay Executive three months’ base salary, in the
amount of $62,500, and award to Executive under the Sigma Additive Solutions, Inc. 2023 Equity Incentive Plan (the “2023 Plan”)
31,250 shares of “Restricted Stock” or “Restricted Stock Units” (as such terms are defined in the 2023 Plan)
or “Stock Options” to purchase up to 31,250 shares of common stock of the Company, as determined by the Administrator of
the 2023 Plan (in each case, the “Equity Award”), as severance (the “Severance”). Notwithstanding
the foregoing, in the event that the 2023 Plan has not been adopted and implemented by the Company as of the Resignation Date, then the
Equity Award shall be issued by the Company to Executive on such later date that the 2023 Plan or a similar equity incentive plan is
adopted and implemented by the Company. The parties agree that the Prorated Retention Bonus and the Severance are in lieu of any and
all other compensation and benefits payable to Executive under the CIC Agreement. The parties agree that the provisions of this Section
2(a) shall have no force or effect if the Acquisition does not occur for any reason; provided, however, that the Company shall nonetheless
pay Executive the Prorated Retention Bonus in conjunction with the closing of the Asset Sale.
(b)
The Company shall withhold payroll and withholding taxes from amounts paid or awarded under this Agreement to the extent such withholding
is required. The Company and Executive shall enter into a mutually satisfactory Award Agreement with respect to the Equity Award which,
among other things, shall provide that the Company shall withhold from the Equity Award a number of shares of common stock underlying
the Equity Award with a fair value equal to the payroll and withholding taxes attributable to the Equity Award, or utilize a broker-assisted
sale of a number of underlying shares of common stock, to satisfy such payroll and withholding taxes.
(c)
As a condition to payment of the Severance, Executive shall execute and deliver to the Company a general release of all employment-related
claims in form and content reasonably satisfactory to the Company.
3.
No On-the-Job Injury. Executive represents and warrants that he has not experienced a job-related illness or injury during his
service to the Company for which he has not already filed a claim, and that on or prior to the Resignation Date he shall disclose to
the Company any pending or previously filed claim relating to an on-the-job injury or illness.
4.
Termination of the CIC Agreement. The parties hereby terminate the CIC Agreement as of the date of this Agreement in accordance
with Section 4.10 thereof. Executive acknowledges and agrees that he shall have no further rights or benefits under the CIC Agreement.
5.
Counterparts. This Agreement may be executed in counterparts, which taken together form one legal instrument. Multiple signature
pages and signatures delivered via scanned-in PDF copy or facsimile will all constitute originals and together will constitute one and
the same instrument.
6.
Binding Agreement. This Agreement shall be binding upon the parties and their respective heirs, administrators, representatives,
executors, successors, and assigns.
7.
No Representations. Executive acknowledges that no promises or representations other than those set forth in this Agreement have
been made to him to induce him to sign this Agreement, and that he only has relied on promises expressly stated herein.
8.
Entire Agreement. This Agreement sets forth the entire understanding between Executive and the Company and supersedes any prior
agreements or understandings, express or implied, pertaining to the subject matter hereof, including without limitation the CIC Agreement.
9.
Amendment and Termination. This Agreement may be amended only pursuant to a writing executed by the Company and the Executive.
10.
Provisions Subject to Applicable Law. All provisions of this Agreement shall be applicable only to the extent that they do not
violate any applicable law and are intended to be limited to the extent necessary so that they will not render this Agreement invalid,
illegal or unenforceable under any applicable law. If any provision of this Agreement or any application thereof shall be held to be
invalid, illegal or unenforceable, the validity, legality and enforceability of other provisions of this Agreement or of any other application
of such provision shall in no way be affected thereby.
11.
Governing Law. This Agreement shall be construed as a whole in accordance with its fair meaning and in accordance with the laws
of the State of Nevada. The language of this Agreement shall not be construed for or against either party. The headings used herein are
for reference only and shall not affect the construction of this Agreement.
12.
Representation of the Executive; Interpretation of This Agreement. The Executive acknowledges that he has had an adequate opportunity
to review this Agreement with the Executive’s counsel, if any, prior to executing this Agreement. The terms of this Agreement have
been negotiated by the Company and the Executive, and the language used herein was chosen by the parties to express their mutual intent.
This Agreement shall be construed without regard to any presumption or rule requiring construction against the party causing the instrument
to be drafted. The Executive further acknowledges that (i) TroyGould PC has served as counsel to the Company only (and not to the Executive)
in connection with this Agreement, and (ii) neither the Company nor its agents or representatives has made any representations to the
Executive regarding the tax consequences to him of any payments pursuant to this Agreement.
13.
Arbitration. Any dispute or controversy arising under this Agreement relating to its interpretation or the breach hereof, including
the arbitrability of any such dispute or controversy (each, a “Disputed Matter”), shall be determined and settled
by arbitration in Santa Fe, New Mexico pursuant to the Rules of the American Arbitration Association in effect at the time the Disputed
Matter arises. Any award rendered herein shall be final and binding on each and all of the parties, and judgment may be entered thereon
in any court of competent jurisdiction. Notwithstanding the foregoing, the parties shall be entitled to seek injunctive relief in any
court of competent jurisdiction.
[Signature
Page Follows]
The
parties have executed this Agreement, consisting of five pages, including this page, on the dates indicated below.
| Dated:
November 22, 2023 |
SIGMA
ADDITIVE SOLUTIONS, INC. |
| |
|
|
| |
By: |
/s/
MARK RUPORT |
| |
|
Mark
Ruport, Chairman of the Board |
| |
|
|
| Date:
November 22, 2023 |
|
/s/
JACOB BRUNSBERG |
| |
|
JACOB
BRUNSBERG |
Exhibit
10.2
RETENTION
BONUS AND SEPARATION AGREEMENT
This
Retention Bonus and Separation Agreement (this “Agreement”), dated as of November 22, 2023, is entered into
by and between FRANK ORZECHOWSKI (“Executive”) and SIGMA ADDITIVE SOLUTIONS, INC, a Nevada corporation (together with
its subsidiaries and affiliated companies, the “Company”). Executive and the Company are sometimes referred to individually
herein as a “party” and collectively as the “parties.”
Recitals
A.
Executive is willing to continue to serve as the Chief Financial Officer of the Company to facilitate the closing of the Company’s
pending acquisition of NextTrip Holdings, Inc. (the “Acquisition”) pursuant to the Share Exchange Agreement dated
as of October 12, 2023 between the Company, NextTrip Holdings, Inc., NextTrip LLC and the NextTrip Representative, as amended by that
First Amendment dated November 19, 2023, and to forego certain rights and benefits under the Retention Bonus and Change in Control Agreement
entered into on January 26, 2023 (the “CIC Agreement”) by Executive and the Company.
B.
Executive and the Company wish to enter into an agreement to set forth certain obligations of the parties in connection with Executive’s
continued employment by the Company after the closing of the Acquisition.
Agreements
NOW,
THEREFORE, in consideration of the foregoing recitals and the mutual promises contained below, it is agreed as follows:
1.
Retention Bonus. On the first regular payroll date of the Company following the closing of the Acquisition, the Company shall
pay Executive $109,073, which amount is equal to the “Retention Bonus” that would otherwise be payable to Executive under
the CIC Agreement, prorated through December 31, 2023 (the “Prorated Retention Bonus”), in lieu of any and all other
compensation and benefits payable to Executive under the CIC Agreement. In the event the Acquisition does not occur for any reason, the
Company shall pay Executive the Prorated Retention Bonus in conjunction with the closing of the Company’s sale of assets to Divergent
Technologies, Inc. (“Divergent”) pursuant to the Asset Purchase Agreement dated as of October 6, 2023 between the
Company and Divergent.
2.
Severance; General Release.
(a)
The parties agree that in the event of the termination of Executive’s employment by the Company without “Cause” or
by Executive for “Good Reason” within 18 months following the closing of the Acquisition, the Company shall pay Executive
severance in the amount of $200,000 (the “Severance”) in addition to any all accrued and unpaid salary, paid time
off, and other amounts owed to him through date of the termination of his employment. The Company shall withhold payroll and withholding
taxes from amounts due under this Agreement to the extent such withholding is required. As a condition to payment of the Severance, Executive
shall execute and deliver to the Company a general release of all claims in form and content reasonably satisfactory to the Company.
This Section 2 shall have no force or effect if the Acquisition does not occur for any reason.
(b)
For purposes of this Agreement, “Cause” means Executive’s (i) conviction of a felony that is injurious to the
business of the Company, (ii) willful and continued failure to perform his employment duties, (iii) willful misconduct that is injurious
to the business of the Company, or (iv) willful violation of any material provision of any employment policy of the Company; provided,
however, that the Executive’s inability to perform his duties because of a disability shall not constitute a basis for the Company’s
termination of the Executive’s Employment for Cause. Notwithstanding the foregoing, Executive’s employment shall not be subject
to termination for Cause without (w) the Company’s delivery to Executive of a notice of intention to terminate, such notice to
describe the reasons for the proposed employment termination and to be delivered to the Executive at least ten days prior to the termination
date, (x) an opportunity for the Executive within the period prior to the proposed employment termination to cure any such breach (if
curable) giving rise to the proposed termination, and (y) an opportunity for Executive, if he chooses, to be heard before the Board of
Directors of the Company.
(c)
For purposes of this Agreement, “Good Reason” means any of the following actions by the Company, unless the Executive,
in his discretion, consents thereto in writing or the action by the Company is reversed or abandoned within 30 days after the Company
receives from Executive written notice of Executive’s objection to the action: (i) a reduction in the Executive’s annual
base salary as in effect on the date of this Agreement or a failure to make any scheduled base salary payment within 15 days after its
due date, unless the Company’s Board of Directors determines in good faith that such base salary reduction is more than offset
by the aggregate value of any new compensation plans or other employment-related benefits that are provided to Executive; (ii) the Company’s
requirement that Executive perform his Employment duties at an office that is more than 25 miles from the Company’s office at 3900
Paseo del Sol, Santa Fe, New Mexico; (iii) a change or diminution in Executive’s employment duties that is materially inconsistent
with the duties usually associated with the office of the Chief Financial Officer of a corporation; or (iv) a failure by the Company
to continue for the benefit of Executive any material compensation plan in which Executive, unless the discontinuation of such plan is
outside the Company’s reasonable control or unless the Company discontinues such plan for all of its executive officers. Notwithstanding
the foregoing, Good Reason for the Executive to terminate his Employment shall not exist by reason of any of the Company’s actions
described in the preceding sentence if the action is preceded by a written notice from the Company of an intention to terminate Executive’s
employment for Cause or because of Executive’s Disability and is then followed by a termination of Employment for Cause or Disability.
(d)
“Disability” means a physical or mental disability of Executive that results in Executive being unable to perform
his duties as an employee of the Company on a full-time basis (after reasonable accommodation by the Company to the extent required by
applicable law) for (i) 120 consecutive days or (ii) a total of 180 days (regardless of whether such days are consecutive) during any
period of 365 consecutive days.
3.
Termination of the CIC Agreement. The parties hereby terminate the CIC Agreement as of the date of this Agreement in accordance
with Section 4.10 thereof. Executive acknowledges and agrees that he shall have no rights or benefits under the CIC Agreement.
4.
Counterparts. This Agreement may be executed in counterparts, which taken together form one legal instrument. Multiple signature
pages and signatures delivered via scanned-in PDF copy or facsimile will all constitute originals and together will constitute one and
the same instrument.
5.
Binding Agreement. This Agreement shall be binding upon the parties and their respective heirs, administrators, representatives,
executors, successors, and assigns.
6.
No Representations. Executive acknowledges that no promises or representations other than those set forth in this Agreement have
been made to him to induce him to sign this Agreement, and that he only has relied on promises expressly stated herein.
7.
Entire Agreement. This Agreement sets forth the entire understanding between Executive and the Company and supersedes any prior
agreements or understandings, express or implied, pertaining to the subject matter hereof, including without limitation the CIC Agreement.
8.
Amendment and Termination. This Agreement may be amended only pursuant to a writing executed by the Company and the Executive.
9.
Provisions Subject to Applicable Law. All provisions of this Agreement shall be applicable only to the extent that they do not
violate any applicable law and are intended to be limited to the extent necessary so that they will not render this Agreement invalid,
illegal or unenforceable under any applicable law. If any provision of this Agreement or any application thereof shall be held to be
invalid, illegal or unenforceable, the validity, legality and enforceability of other provisions of this Agreement or of any other application
of such provision shall in no way be affected thereby.
10.
Governing Law. This Agreement shall be construed as a whole in accordance with its fair meaning and in accordance with the laws
of the State of Nevada. The language of this Agreement shall not be construed for or against either party. The headings used herein are
for reference only and shall not affect the construction of this Agreement.
11.
Representation of the Executive; Interpretation of This Agreement. The Executive acknowledges that he has had an adequate opportunity
to review this Agreement with the Executive’s counsel, if any, prior to executing this Agreement. The terms of this Agreement have
been negotiated by the Company and the Executive, and the language used herein was chosen by the parties to express their mutual intent.
This Agreement shall be construed without regard to any presumption or rule requiring construction against the party causing the instrument
to be drafted. The Executive further acknowledges that (i) TroyGould PC has served as counsel to the Company only (and not to the Executive)
in connection with this Agreement, and (ii) neither the Company nor its agents or representatives has made any representations to the
Executive regarding the tax consequences to him of any payments pursuant to this Agreement.
12.
Arbitration. Any dispute or controversy arising under this Agreement relating to its interpretation or the breach hereof, including
the arbitrability of any such dispute or controversy (each, a “Disputed Matter”), shall be determined and settled
by arbitration in Santa Fe, New Mexico pursuant to the Rules of the American Arbitration Association in effect at the time the Disputed
Matter arises. Any award rendered herein shall be final and binding on each and all of the parties, and judgment may be entered thereon
in any court of competent jurisdiction. Notwithstanding the foregoing, the parties shall be entitled to seek injunctive relief in any
court of competent jurisdiction.
[Signature
Page Follows]
The
parties have executed this Agreement, consisting of five pages, including this page, on the dates indicated below.
| Dated:
November 22, 2023 |
SIGMA ADDITIVE SOLUTIONS, INC. |
| |
|
|
| |
By: |
/s/ JACOB BRUNSBERG |
| |
|
Jacob
Brunsberg |
| |
|
President
and Chief Executive Officer |
| |
|
|
| Date:
November 22, 2023 |
|
/s/
FRANK ORZECHOWSKI |
| |
|
FRANK
ORZECHOWSKI |
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| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
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-Publisher SEC
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-Publisher SEC
-Name Exchange Act
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| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
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| X |
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-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
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| Namespace Prefix: |
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