Item 1.01. Entry into a Material Definitive Agreement.
On April 3, 2019 (the “Closing Date”), Zovio Inc, a Delaware corporation (the “Company”), acquired TutorMe.com, Inc., a California corporation (“TutorMe”) pursuant to an Agreement and Plan of Reorganization (the “Merger Agreement”) entered into by the parties on the Closing Date. TutorMe is an online education platform that provides on-demand tutoring and online courses. Following the acquisition, TutorMe became a wholly-owned subsidiary of the Company.
Under the terms of the Merger Agreement, in exchange for all outstanding shares of TutorMe capital stock and other rights to acquire or receive capital stock of TutorMe, the Company (1) paid a total of approximately $2.79 million in cash, subject to certain purchase price adjustments, (2) issued a total of 309,852 shares of the Company’s common stock (“Company Common Stock”), par value $0.01 per share, and (3) assumed all issued and outstanding options of TutorMe (the “Assumed Options”), of which a total of 231,406 shares of Company Common Stock are underlying the Assumed Options that are subject to certain time-based vesting requirements and a total of 79,199 shares of Company Common Stock are underlying the Assumed Options that are subject to certain performance-based vesting requirements. In addition, as part of the transactions contemplated by the Merger Agreement, the Company (x) paid a total of approximately $1.05 million in cash to certain service providers of TutorMe as a transaction bonus and (y) issued a total of 293,621 performance based restricted stock units to certain continuing service providers of TutorMe pursuant to the Company’s 2009 Stock Incentive Plan (as amended) and a form restricted stock unit agreement.
A portion of the total cash merger consideration was retained by the Company as partial security for the indemnification obligations of the TutorMe shareholders under the Merger Agreement. The issuance of shares of Company Common Stock pursuant to the Merger Agreement has been made solely to accredited investors and thus in reliance on one or more exemptions or exclusions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), including Regulation D promulgated under the Securities Act (“Regulation D”) and the exemption from qualification under applicable state securities laws.
The Merger Agreement contains customary representations, warranties and covenants of TutorMe and the Company.
The foregoing description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety, by the full text of the Merger Agreement, a copy of which the Company intends to file as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 and the terms of which are incorporated herein by reference. The Merger Agreement is not intended to provide any other factual information about the Company, TutorMe or the other parties to the Merger Agreement. In particular, the representations and warranties contained in the Merger Agreement were made only for the purposes of the Merger Agreement as of specific dates and were qualified by disclosures between the parties and a contractual standard of materiality that is different from those generally applicable to stockholders, among other limitations. The representations and warranties were made for the purposes of allocating contractual risk between the parties to the Merger Agreement and should not be relied upon as a disclosure of factual information relating to the Company, TutorMe or the other parties to the Merger Agreement.
The Company’s name has recently been changed to Zovio Inc. A Form 8-K addressing the Company’s name change was filed April 2, 2019.