UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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):
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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 3.02 | Unregistered Sales of Equity Securities. |
The information provided in Item 8.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02. The Shares (as defined below) were issued to the Sellers (as defined below) pursuant to the exemption from registration requirements of Securities Act of 1933, as amended (the “Securities Act”), provided under Section 4(a)(2) and Regulation D promulgated thereunder or Regulation S promulgated thereunder, as applicable.
| Item 7.01 | Regulation FD Disclosures. |
On September 22, 2022, IMAX Corporation (the “Company”) issued a press release announcing the acquisition of SSIMWAVE Inc. (“SSIMWAVE”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On and after September 22, 2022, representatives of the Company and SSIMWAVE will share information about the transaction to various investors. The materials will include the slides attached hereto as Exhibit 99.2 and incorporated herein by reference.
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events. |
On September 22, 2022 (the “Closing Date”), the Company acquired 100% of the issued and outstanding shares of SSIMWAVE (the “Acquisition”) pursuant to a share purchase agreement, dated as of September 22, 2022, by and among the Company, SSIMWAVE, the sellers parties thereto (the “Sellers”), and Abdul Rehman, an individual, solely in his capacity as the initial representative. SSIMWAVE provides perceptual quality measurement and optimization solutions based on artificial intelligence technologies for leading media and entertainment companies. Following the Acquisition, SSIMWAVE became a wholly-owned subsidiary of the Company.
As consideration for the Acquisition, on the Closing Date, the Company paid to the Sellers approximately $18,500,000 in cash, subject to customary adjustments, and issued to the Sellers 160,547 common shares, no par value of the Company (the “Shares”), which were valued at approximately $2,500,000 in the aggregate based on a volume weighted average price over 15 consecutive trading days ending on (and including) September 16, 2022. In addition, certain Sellers will be eligible to receive additional earn-out payments from the Company valued in an aggregate amount up to $2,000,000 in cash, contingent upon and following the achievement of certain commercial and financial milestones by specified time periods. Following the Acquisition, all 39 employees of SSIMWAVE will continue their employment with SSIMWAVE (the “Employees”). Certain Employees will be eligible for a one-time employee bonus plan in an aggregate amount up to $2,000,000 in cash, contingent upon and following the achievement of certain commercial and financial milestones by specified time periods.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release dated September 22, 2022. | |
| 99.2 | Investor Materials. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) | |
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SIGNATURE
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.
| IMAX Corporation | ||||||
| (Registrant) | ||||||
| Date: September 22, 2022 | ||||||
| By: | /s/ Robert D. Lister | |||||
| Name: | Robert D. Lister | |||||
| Title: | Chief Legal Officer and Senior Executive Vice President | |||||
| By: | /s/ Kevin Glass | |||||
| Name: | Kevin Glass | |||||
| Title: | Senior Vice President and Associate General Counsel, Legal Affairs and Business Development | |||||
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