UNITED
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
As previously reported, on March 8, 2023, Airspan Networks Holdings Inc., a Delaware corporation (the “Company”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Airspan Networks Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Seller”), Mimosa Networks, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Seller (“Mimosa”), and Radisys Corporation, an Oregon corporation (“Buyer”), pursuant to which Seller will sell all of the issued and outstanding shares of common stock of Mimosa to Buyer (the “Transaction”).
On July 22, 2023, the parties to the Purchase Agreement entered into Amendment No. 1 to Stock Purchase Agreement (the “Amendment”) to amend the Purchase Agreement to extend the Termination Date (as defined in the Purchase Agreement), which is the date that the Purchase Agreement may be terminated by either the Buyer or the Seller, by giving written notice of such termination to the other party, if the closing shall not have occurred on or prior to such date, to August 15, 2023.
The above description of the Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 2.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, statements relating to the Company’s objectives, plans and strategies, including the Transaction, as well as statements, other than historical facts, that address activities, events or developments that the Company intends, expects, projects, believes or anticipates will or may occur in the future. These statements are often characterized by terminology such as “believes,” “hopes,” “may,” “anticipates,” “should,” “intends,” “plans,” “will,” “expects,” “estimates,” “projects,” “positioned,” “strategy” and similar expressions and are based on assumptions and assessments made in light of management’s experience and perception of historical trends, current conditions, expected future developments and other factors believed to be appropriate. Forward-looking statements in this Current Report on Form 8-K are made as of the date of this Current Report on Form 8-K, and the Company undertakes no duty to update or revise any such statements, whether as a result of new information, future events or otherwise. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, many of which are outside of the Company’s control. Important factors that could cause actual results, developments and business decisions to differ materially from forward-looking statements are described in the sections titled “Risk Factors” in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as well as reports on Form 8-K, and include the satisfaction of the closing conditions of the Transaction.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
Description | |
| 2.2 | Amendment No. 1 to Stock Purchase Agreement, dated as of July 22, 2023. | |
| 104 | Cover Page Interactive Data File |
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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.
| Dated: July 24, 2023 | Airspan Networks Holdings Inc. | |
| By: | /s/ David Brant | |
| David Brant | ||
Senior Vice President, Chief Financial Officer, Treasurer and Secretary | ||
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Exhibit 2.2
EXECUTION VERSION
AMENDMENT NO. 1 TO
STOCK PURCHASE AGREEMENT
This AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (this “Amendment”) is entered into as of July 22, 2023, by and among Radisys Corporation, an Oregon corporation (the “ Buyer”), Airspan Networks Inc., a Delaware corporation (the “Seller”), Mimosa Networks, Inc., a Delaware corporation (the “Company”) and Airspan Networks Holdings Inc., a Delaware corporation (“Parent”). Capitalized terms used herein and not defined shall have the meanings given them in the Stock Purchase Agreement, dated as of March 8, 2023, by and among the Buyer, the Seller, the Company and solely with respect to Section 5.8, Article VI and Article X therein, Parent (as amended, the “Stock Purchase Agreement”).
RECITALS
WHEREAS, the Parties are party to the Stock Purchase Agreement;
WHEREAS, pursuant to Section 9.1(b) thereof, the Stock Purchase Agreement may be terminated at any time prior to the Closing, by either the Buyer or the Seller, by giving written notice of such termination to the other party if the Closing shall not have occurred on or prior to July 24, 2022 (the “Termination Date”);
WHEREAS, the Stock Purchase Agreement may be amended by an instrument in writing signed by the Buyer, the Company and the Seller pursuant to Section 10.15 thereof; and
WHEREAS, the Parties now desire to amend the Stock Purchase Agreement to extend the Termination Date to August 15, 2023.
NOW THEREFORE, in consideration of the above premises, the various respective agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I
AMENDMENTS
1. Amendment of Section 9.1(b) of the Stock Purchase Agreement. Clause (b) of Section 9.1 of the Stock Purchase Agreement is hereby amended and restated in its entirety as follows:
“(b) by either the Buyer or the Seller, by giving written notice of such termination to the other party, if (i) the Closing shall not have occurred on or prior to August 15, 2023 (the “Termination Date”) or (ii) any Order permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement shall become final and non-appealable; provided, that the right to terminate this Agreement pursuant to this Section 9.1(b) shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been the primary cause of the failure of a condition to the consummation of the transactions contemplated by this Agreement;”.
ARTICLE II
MISCELLANEOUS
1. Effectiveness. This Amendment shall become effective as of the first date on which each of the parties hereto has duly executed a counterpart of this Amendment.
2. Incorporation by Reference. Article X of the Stock Purchase Agreement is incorporated herein and shall apply to this Amendment mutatis mutandis.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed, as the case may be, in person or by their respective representatives or officers thereunto duly authorized as of the date first written above.
| RADISYS CORPORATION | |||
| By: | /s/ Don Crosby | ||
| Name: | Don Crosby | ||
| Title: | Chief Financial Officer | ||
| AIRSPAN NETWORKS INC. | |||
| By: | /s/ Glenn Laxdel | ||
| Name: | Glenn Laxdel | ||
| Title: | Chief Executive Officer | ||
| MIMOSA NETWORKS, INC. | |||
| By: | /s/ Eric Stonestrom | ||
| Name: | Eric Stonestrom | ||
| Title: | Chief Executive Officer | ||
| AIRSPAN NETWORKS HOLDINGS INC. | |||
| By: | /s/ Glenn Laxdel | ||
| Name: | Glenn Laxdel | ||
| Title: | Chief Executive Officer | ||
[Signature Page to the Stock Purchase Agreement Amendment No. 1]
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