Item 7.01
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Regulation FD Disclosure.
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On June 12, 2020, Forum Merger II
Corporation (“Forum”) and Myjojo, Inc. (“Ittella Parent”) issued a press release announcing
the execution of an agreement and plan of merger (“Merger Agreement”) relating to a proposed business combination
(the “Business Combination”) between the Company and Ittella Parent. The press release is furnished hereto
as Exhibit 99.1.
In addition, furnished
as Exhibit 99.2 hereto is the investor presentation dated June 2020, that will be used by Forum with respect to the Business Combination.
The information in
this Item 7.01, including Exhibits 99.1 and 99.2, is furnished and shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities
under that section, and shall not be deemed to be incorporated by reference into the filings of Forum under the Securities Act
or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not
be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibits 99.1 and
99.2.
Important Information About the Business
Combination and Where to Find It
In connection with
the Business Combination, Forum intends to file a preliminary proxy statement. Forum will mail a definitive proxy statement and
other relevant documents to its stockholders. Forum’s stockholders and other interested persons are advised to read, when
available, the preliminary proxy statement and the amendments thereto and the definitive proxy statement and documents incorporated
by reference therein filed in connection with the Business Combination, as these materials will contain important information about
Forum, Ittella Parent and the Business Combination. When available, the definitive proxy statement and other relevant materials
for the Business Combination will be mailed to stockholders of Forum as of a record date to be established for voting on the Business
Combination. Stockholders will also be able to obtain copies of the preliminary proxy statement, the definitive proxy statement
and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s
web site at www.sec.gov, or by directing a request to: Forum Merger II Corporation, 1615 South Congress Avenue, Suite 103, Delray
Beach, FL 33445, Attention: Secretary, telephone: (212) 739-7860.
Participants in the Solicitation
Forum and its directors
and executive officers may be deemed participants in the solicitation of proxies from Forum’s stockholders with respect to
the Business Combination. A list of the names of those directors and executive officers and a description of their interests in
Forum is contained in Forum’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with
the SEC and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to Forum Merger II
Corporation, 1615 South Congress Avenue, Suite 103, Delray Beach, FL 33445, Attention: Secretary, telephone: (212) 739-7860. Additional
information regarding the interests of such participants will be contained in the proxy statement for the Business Combination
when available.
Ittella Parent and
its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders
of Forum in connection with the Business Combination. A list of the names of such directors and executive officers and information
regarding their interests in the Business Combination will be included in the proxy statement for the Business Combination when
available.
Forward-Looking Statements
This Current Report
on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995. Forum and Ittella Parent’s actual results may differ from their expectations,
estimates and projections and consequently, you should not rely on these forward looking statements as predictions of future events.
Words such as “expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “could,”
“should,” “believes,” “predicts,” “potential,” “continue,” and similar
expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation,
Forum’s and Ittella Parent’s expectations with respect to future performance and anticipated financial impacts of the
Business Combination, the satisfaction of the closing conditions to the Business Combination and the timing of the completion of
the Business Combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual
results to differ materially from the expected results. Most of these factors are outside Forum’s and Ittella Parent’s
control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence
of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or could otherwise
cause the Business Combination to fail to close; (2) the outcome of any legal proceedings that may be instituted against Forum
or Ittella Parent following the announcement of the Merger Agreement and the Business Combination; (3) the inability to complete
the Business Combination, including due to failure to obtain approval of the stockholders of Forum or other conditions to closing
in the Merger Agreement; (4) the receipt of an unsolicited offer from another party for an alternative business transaction that
could interfere with the Business Combination; (5) the inability to obtain the listing of the ordinary shares of the post-acquisition
company on the Nasdaq Stock Market or any alternative national securities exchange following the Business Combination; (6) the
risk that the announcement and consummation of the Business Combination disrupts current plans and operations; (7) the ability
to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the
ability of the combined company to grow and manage growth profitably and retain its key employees; (8) costs related to the Business
Combination; (9) changes in applicable laws or regulations; (10) the possibility that Ittella Parent may be adversely affected
by other economic, business, and/or competitive factors; (11) the impact of COVID-19 on the combined company’s business;
and (12) other risks and uncertainties indicated from time to time in the proxy statement to be filed relating to the Business
Combination, including those under “Risk Factors” therein, and in Forum’s other filings with the SEC. Some of
these risks and uncertainties may in the future be amplified by the COVID-19 outbreak and there may be additional risks that Forum
considers immaterial or which are unknown. Forum cautions that the foregoing list of factors is not exclusive. Forum cautions readers
not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Forum does not undertake
or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect
any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
No Offer or Solicitation
This Current Report
on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect
of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering
of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act, or an
exemption therefrom.