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Merger Agreement | 9 Months Ended
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Sep. 30, 2025
Merger Agreement |
Merger Agreement | ​ 24. Merger Agreement ​ On September 22, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Strive, Inc., a Nevada corporation (“Strive”). Upon the terms and subject to the conditions of the Merger Agreement, Strive Merger Sub, Inc., a wholly owned subsidiary of Strive (“Merger Sub”) that joined as a party to the Merger Agreement via a joinder after its formation, will merge with and into the Company (the “Merger”), with the Company surviving as a wholly owned subsidiary of Strive (the “Surviving Corporation”). The parties also intend, and Strive has agreed to take such actions as are necessary to cause, immediately following the effective time of the Merger (the “Effective Time”), and as part of an integrated transaction with the Merger, the Surviving Corporation to merge with and into Strive Merger Sub II, LLC, a Delaware limited liability company which is a direct, wholly owned subsidiary of Strive (“Second Merger Sub”), with Second Merger Sub surviving as a direct, wholly owned subsidiary of Strive (the “Second Merger” and, together with the Merger, the “Mergers”). For U.S. federal income tax purposes, each of the parties to the Merger Agreement intends that the Merger and Second Merger, taken together, will constitute an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the U.S. Internal Revenue Code of 1986, as amended. Entry into the Merger Agreement was unanimously approved by the board of directors of each of Strive and the Company. If the Merger is completed, the Company’s stockholders will receive 21.05 shares of Strive Class A common stock (“Strive Class A Common Stock”) for each share of the Company’s common stock (“Company Common Stock”) (except for treasury stock or shares owned by the Company or Strive (in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted)) they hold immediately prior to the Mergers, plus cash in lieu of fractional shares. Treatment of the Company’s Equity Awards At the Effective Time, each outstanding option to purchase shares of Company Common Stock (each, a “Company Option”), whether vested or unvested, will be converted into an option to purchase a number of shares of Strive Class A Common Stock based on the Exchange Ratio (each, a “Converted Option”), on same terms and conditions as applied to such Company Option prior to the Effective Time, including with respect to vesting and exercisability, except that (i) if the holder is a non-employee director whose service continues through the date of the closing of the Merger, or (ii) if the holder’s employment or service is terminated without cause at or during the six months immediately following the Effective Time, the vesting of the unvested portion of the Converted Option will immediately accelerate as of the Effective Time or the date of such termination of employment, as applicable. Closing Conditions The obligation of the parties to consummate the Merger is subject to customary conditions, including, among others, (i) the approval and adoption of the Merger Agreement by the holders of a majority of the outstanding shares of Company Common Stock, (ii) the approval and adoption of the issuance of shares of Strive Class A Common Stock in connection with the Merger, as contemplated by the Merger Agreement, by holders of a majority of the outstanding voting power of the outstanding shares of Strive Class A Common Stock and Strive Class B Common Stock, (iii) the absence of any applicable law, regulation, injunction, judgment, order or decree preventing or making illegal the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement (or in the case of Strive’s obligation to close, imposing a Burdensome Condition (as defined below)), (iv) the absence of pending litigation or similar legal action by any governmental authority (in any jurisdiction in which Strive, the Company or any of their respective subsidiaries conducts material operations) seeking to prohibit or restrain the Merger (or in the case of Strive’s obligation to close, seeking to impose a Burdensome Condition); (v) the early termination or expiration of any applicable waiting period or periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (or in the case of Strive’s obligations to close, without the imposition of a Burdensome Condition); (vi) compliance by Strive and the Company in all material respects with their respective obligations under the Merger Agreement and (vii) subject in most cases to exceptions that do not rise to the level of a “Parent Material Adverse Effect” or a “Company Material Adverse Effect” (each as defined in the Merger Agreement), as applicable, the accuracy of representations and warranties made by the Company and Strive, respectively. The obligation of the Company and Strive to consummate the Merger is also subject to there not having occurred an event that has had or would reasonably be expected to have, individually or in the aggregate, a “Parent Material Adverse Effect” or “Company Material Adverse Effect”, respectively. Representations and Warranties; Covenants The Merger Agreement contains customary representations and warranties from both the Company and Strive with respect to each party and its businesses. The Merger Agreement also contains customary covenants, including covenants by the Company to, subject to certain exceptions, conduct its business in the ordinary course, and not take certain actions, during the interim period between the execution of the Merger Agreement and the consummation of the Merger. Under the Merger Agreement, each of the Company and Strive has agreed to use its reasonable best efforts to take all actions and to do all things reasonably necessary, proper or advisable to consummate the Merger, including in connection with obtaining all consents under the HSR Act required to be obtained from any governmental authority to consummate the Merger. Strive has also agreed to use reasonable best efforts to resolve, avoid or eliminate impediments or objections, if any, that may be asserted by any governmental authority with respect to the Merger, so as to enable the Merger to occur prior to the End Date (as defined below), but in no event is Strive required to (and without Strive’s prior written consent, the Company and its subsidiaries may not) divest assets or businesses, enter into consent decrees or take certain other actions (any of the actions described in this sentence, a Burdensome Condition). The Merger Agreement provides that Strive will take all necessary action permitted by applicable law and the rules of any applicable stock exchange to cause one of the Company’s directors (Eric Semler) to be appointed to the board of directors of Strive as of the Effective Time, provided that Mr. Semler is able to meet Nasdaq’s independence criteria. Stockholder Meetings; Non-Solicitation; Intervening Events The Merger Agreement requires the Company to convene a stockholder meeting for purposes of obtaining the necessary stockholder approval (the “Company Stockholder Meeting”). In addition, subject to certain exceptions, the Company has agreed (i) not to solicit alternative transactions or enter into discussions concerning, or provide information in connection with, any alternative transaction and (ii) that its board of directors will recommend that the Company’s stockholders approve and adopt the Merger Agreement, as applicable. Prior to the adoption of the Merger Agreement by the Company’s stockholders, the board of directors of the Company may, in connection with (i) the receipt of a “Company Superior Proposal” (as defined in the Merger Agreement), or (ii) a “Company Intervening Event” (as defined in the Merger Agreement), respectively, change its recommendation to the Company’s stockholders to approve and adopt the Merger Agreement, subject to complying with notice requirements and other specified conditions (including giving Strive the opportunity to propose changes to the Merger Agreement in response to such Company Superior Proposal or Company Intervening Event, as applicable), if the failure to make such change in recommendation would reasonably be expected to be inconsistent with its fiduciary duties. In such case, the Company will remain obligated to hold the Company Stockholder Meeting unless the Merger Agreement is terminated. Termination; Termination Fees The Merger Agreement may be terminated by the Company and Strive by mutual agreement. Furthermore, either party may terminate the Merger Agreement if (i) the Merger has not been consummated on or before March 22, 2026 (the “End Date”), (ii) an applicable law, regulation, injunction, judgment, order or decree permanently prohibits the consummation of the Merger and, in the case of an injunction, judgment, order or decree, has become final and non-appealable (provided that the foregoing right to terminate the Merger Agreement will not be available to any party which has not complied with its obligations under the Merger Agreement in respect of any such applicable law, regulation, injunction, judgment, order or decree) or (iii) the required vote of the Company’s stockholders is not obtained at the Company Stockholder Meeting (including any adjournment or postponement thereof). Strive may terminate the Merger Agreement if (i) the board of directors of the Company changes its recommendation to the Company’s stockholders to approve and adopt the Merger Agreement prior to the Company Stockholder Meeting, (ii) the Company is in breach of the Merger Agreement in a manner that would result in a failure of an applicable closing condition and such breach cannot be cured prior to the End Date or has not been cured within 45 days following notice to Strive from the Company of such breach or (iii) the Company has willfully breached its obligations to hold the Company Stockholder Meeting or to refrain from soliciting alternate transaction proposals. The Company may terminate the Merger Agreement if Strive or Merger Sub is in breach of the Merger Agreement in a manner that would result in a failure of an applicable closing condition and such breach cannot be cured prior to the End Date or has not been cured within 45 days following notice to the Company by Strive of such breach. The Merger Agreement further provides that, upon termination of the Merger Agreement under specified circumstances, including termination by Strive as a result of (i) a change of recommendation by the Company’s board of directors that the Company’s stockholders approve and adopt the Merger Agreement or (ii) the Company’s willful breach its obligations to hold its Stockholder Meeting or to refrain from soliciting alternate transaction proposals, Strive will receive a termination fee from the Company equal to $49,000 in cash or Bitcoin at Strive’s election, on the terms and conditions further set forth in the Merger Agreement. In the event that the Merger Agreement is terminated for certain reasons, including termination by the Company or Strive if the Merger has not been consummated on or prior to the End Date (without the Company’s stockholder approval having been obtained), by the Company or Strive due to the failure to obtain the required vote of the Company’s stockholders at its Stockholder Meeting (including any adjournment or postponement thereof) or by Strive if the Company is in breach of the Merger Agreement in a manner that would result in a failure of an applicable closing condition and such breach cannot be cured prior to the End Date or has not been cured within 45 days following notice to Strive from the Company of such breach (without the Company’s stockholder approval having been obtained or, if such termination is after the Company’s stockholder approval has been obtained, as a result of a willful breach by the Company) and (i) at or prior to the time of termination of the Merger Agreement, a Company’s acquisition proposal has been publicly disclosed or announced (in each case, and not publicly withdrawn) or made known to the management or board of directors of the Company (in each case, and not publicly withdrawn), or any person shall have publicly announced (in each case, and not publicly withdrawn) an intention (whether or not conditional) to make a Company acquisition proposal; and (ii) on or prior to the first anniversary of such termination of the Merger Agreement: (1) a transaction relating to a Company acquisition proposal is consummated; or (2) a definitive agreement relating to any Company acquisition proposal is entered into by the Company, Strive will receive a termination fee from the Company equal to $49,000 in cash or Bitcoin at Strive’s election, on the terms and conditions further set forth in the Merger Agreement. The Mergers cannot be completed unless, among other things, the Company’s stockholders approve the proposal to approve the Merger Agreement.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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