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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 24, 2024
SILVERSUN TECHNOLOGIES, INC. |
(Exact name of registrant as specified in its charter) |
Delaware |
|
001-38063 |
|
16-1633636 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
120 Eagle Rock Ave
East Hanover, NJ 07936
(Address of Principal Executive Offices)
(973) 396-1720
Registrant’s telephone number, including
area code
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common shares (par value $0.00001 per share) |
|
SSNT |
|
The NASDAQ Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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
7.01 Regulation FD Disclosure.
As previously disclosed, SilverSun Technologies,
Inc. (the “Company” or “SilverSun”) entered into an Amended and Restated Investment Agreement (the “Investment
Agreement”), dated April 14, 2024, with Jacobs Private Equity II, LLC, a Delaware limited liability company (“JPE”)
(on behalf of itself and on behalf of the other investors party thereto (collectively with JPE, the “Investors”)), providing
for, among other things, an aggregate investment by the Investors of $1,000,000,000 in cash in the
Company (collectively, the “Equity Investment”).
In connection with the anticipated closing
of the Equity Investment (the “Closing”), the board of directors of the Company announced today a conditional cash dividend
(the “Cash Dividend”) in an aggregate amount equal to $17,400,000, payable on June 12, 2024, to holders of shares of the Company’s
common stock, par value $0.00001 per share (“Company Common Stock”), of record as of the close of business on June 5, 2024
(the “Record Date”). The payment of the Cash Dividend is contingent upon, and subject to, the occurrence of the Closing and
the satisfaction of the conditions to the Closing, including receipt of approval by the Company’s stockholders at a special stockholders’
meeting to be held on May 30, 2024. The exact amount of the Cash Dividend on a per share basis will be equal to $17,400,000 divided by
the number of shares of Company Common Stock issued and outstanding as of the close of business on the Record Date, which will occur one
day after the effective time of the 8-1 reverse stock split contemplated by the Investment Agreement (the “Reverse Split”).
The per share Cash Dividend is expected to be approximately $26.19 (on a post-Reverse Split basis), based on 664,447 shares of Company
Common Stock expected to be outstanding as of the Record Date and giving effect to the Reverse Split. For reference and illustration only,
the expected Cash Dividend amount would be approximately $3.27 per share without giving effect to the Reverse Split.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements. Statements that are not historical facts, including statements about beliefs, expectations, targets or goals, such as statements
regarding revenue goals, are forward-looking statements. These statements are based on plans, estimates, expectations and/or goals at
the time the statements are made, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking
statements by the use of forward-looking terms such as “may,” “will,” “should,” “expect,”
“opportunity,” “intend,” “plan,” “anticipate,” “believe,” “estimate,”
“predict,” “potential,” “target,” “goal,” or “continue,” or the negative of
these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties and readers are cautioned that
a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statements.
Factors that could cause actual results to differ materially from those described herein include, among others:
| ● | uncertainties as to the completion of the Equity Investment and the other transactions contemplated by the Investment Agreement, including
the risk that one or more of the transactions may involve unexpected costs, liabilities or delays; |
| ● | risks associated with potential significant volatility and fluctuations in the market price of SilverSun’s common stock; |
| ● | risks associated with the Company’s relatively low public float, which may result in its common stock experiencing significant
price volatility; |
| ● | the possibility that competing transaction proposals for the Company may be made; |
| ● | risks associated with raising additional equity or debt capital from public or private markets to pursue the Company’s business
plan following the closing of the Equity Investment, including in an amount that may significantly exceed the amount of the Equity Investment,
and the effects that raising such capital may have on SilverSun and its business, including the risk of substantial dilution or that SilverSun’s
common stock may experience a substantial decline in trading price; |
| ● | the possibility that additional future financings may not be available to the Company on acceptable terms or at all; |
| ● | the effects that the announcement, pendency or consummation of the Equity Investment and the other transactions contemplated by the
Investment Agreement may have on the Company and its current or future business or on the price of the Company’s common stock; |
| ● | the possibility that an active, liquid trading market for the Company’s common stock may not develop or, if developed, may not
be sustained; |
| ● | the possibility that the warrants and the preferred stock contemplated by the Investment Agreement, if issued, may or may not be converted
or exercised, and the economic impact on the Company and the holders of common stock of the Company that may result from either such exercise
or conversion, including dilution, or the continuance of the preferred stock remaining outstanding, and the impact its terms, including
its dividend, may have on the Company and the common stock of the Company; |
| ● | the possibility that all of the closing conditions to the Equity Investment or the other transactions contemplated by the Investment
Agreement may not be satisfied or waived, or any other required third-party, regulatory or other consents or approvals may not be obtained
within the relevant timeframe, or at all, including the possibility that SilverSun may fail to obtain stockholder approval for the transactions
contemplated by the Investment Agreement; |
| ● | the effects that a termination of the Investment Agreement may have on the Company, including the risk that the price of the Company’s
common stock may decline significantly if the Equity Investment is not completed; |
| ● | uncertainties regarding the Company’s focus, strategic plans and other management actions; |
| ● | the risk that the Company, following the closing of the Equity Investment, is or becomes highly dependent on the continued leadership
of Brad Jacobs as chairman and chief executive officer and the possibility that the loss of Mr. Jacobs in these roles could have a material
adverse effect on the Company’s business, financial condition and results of operations; |
| ● | the risks associated with the Company’s succession plans; |
| ● | the risks associated with, following the closing of the Equity Investment, being a “controlled company” as defined under
applicable stock exchange rules, including that Mr. Jacobs will be able to influence the Company’s management and affairs and all
matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions; |
| ● | the risk that certain rules of the U.S. Securities and Exchange Commission (the “SEC”) may require that any registration
statement the Company may file with the SEC be subject to SEC review and potential delay in its effectiveness, and that a registration
statement must be filed and declared effective for any acquisition (including an all-cash acquisition), which would delay its consummation
and could reduce the Company’s attractiveness as an acquirer for potential acquisition targets; |
| ● | the possibility that the Company could elect to rely on the “controlled company” exemption under applicable stock exchange
rules and that the Company’s stockholders will not have the same protections afforded to stockholders of companies that are not
“controlled companies,” including that a majority of the members of the board of directors of the Company may not need to
be independent directors, that the Company’s nomination and corporate governance and compensation committees may not need to consist
entirely of independent directors and that the compensation of the Chief Executive Officer may not need to be determined or recommended
solely by an independent director; |
| ● | the possibility that the concentration of ownership by Mr. Jacobs may have the effect of delaying or preventing a change in control
of the Company and might affect the market price of shares of the common stock of the Company; |
| ● | the possibility that the Company’s status as a “controlled company” could cause the common stock of the Company
to be less attractive to certain investors; |
| ● | the risk that Mr. Jacobs’ past performance may not be representative of future results; |
| ● | uncertainties regarding the Company’s focus, strategic plans and other management actions; |
| ● | the risk that the Company is unable to attract or retain world-class talent; |
| ● | the risk that the failure to consummate any acquisition expeditiously, or at all, could have a material adverse effect on SilverSun’s
business prospects, financial condition, results of operations or the price of SilverSun’s common stock; |
| ● | the risks that the Company may not be able to enter into agreements with acquisition targets on attractive terms, or at all, that
agreed acquisitions may not be consummated, or, if consummated, that the anticipated benefits thereof may not be realized and that the
Company encounter difficulties in integrating and operating such acquired companies, or that matters related to an acquired business (including
operating results or liabilities or contingencies) may have a negative effect on the Company or its securities or ability to implement
its business strategy, including that any such transaction may be dilutive or have other negative consequences to the Company and its
value or the trading prices of its securities; |
| ● | risks associated with cybersecurity and technology, including attempts by third parties to defeat the security measures of the Company
and its business partners, and the loss of confidential information and other business disruptions; |
| ● | the possibility that new investors in any future financing transactions could gain rights, preferences and privileges senior to those
of SilverSun’s existing stockholders; |
| ● | the possibility that building products distribution industry demand may soften or shift substantially due to cyclicality or seasonality
or dependence on general economic conditions, including inflation or deflation, interest rates, consumer confidence, labor and supply
shortages, weather and commodity prices; |
| ● | the possibility that regional or global barriers to trade or a global trade war could increase the cost of products in the building
products distribution industry, which could adversely impact the competitiveness of such products and the financial results of businesses
in the industry; |
| ● | risks associated with potential litigation related to the transactions contemplated by the Investment Agreement or related to any
possible subsequent financing transactions or acquisitions or investments; |
| ● | uncertainties regarding general economic, business, competitive, legal, regulatory, tax and geopolitical conditions; and |
| ● | other factors, including those set forth in the Company’s filings with the SEC, including
its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, Quarterly Report on Form 10-Q for the quarter ended March
31, 2024 and subsequent Quarterly Reports on Form 10-Q. |
Forward-looking statements herein speak only as of the date each statement is made. Neither the Company nor any person undertakes any
obligation to update any of these statements in light of new information or future events, except to the extent required by applicable
law.
Additional Information and Where to Find It
In connection with the Equity Investment, SilverSun filed with the
SEC a definitive proxy statement on Schedule 14A (the “Special Meeting Proxy Statement”) on April 30, 2024. SilverSun commenced
mailing the Special Meeting Proxy Statement and a form of proxy card to its stockholders on or about April 30, 2024. SILVERSUN’S
STOCKHOLDERS ARE URGED TO READ THE SPECIAL MEETING PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC WHEN
THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED EQUITY INVESTMENT. SilverSun’s
stockholders are able to obtain, without charge, a copy of the Special Meeting Proxy Statement and other relevant documents filed with
the SEC from the SEC’s website at http://www.sec.gov. SilverSun’s stockholders are also able to obtain, without charge, a
copy of the Special Meeting Proxy Statement and other relevant documents from SilverSun’s website at https://www.silversuntech.com
or by written request to SilverSun at 120 Eagle Rock Avenue, East Hanover, New Jersey 07936.
Participants in the Solicitation
JPE and SilverSun and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from SilverSun’s stockholders with respect to the Equity Investment and the other
transactions contemplated by the Investment Agreement. The interests of SilverSun and its directors and executive officers with regard
to the Equity Investment may differ from the interests of SilverSun’s stockholders generally, and stockholders may obtain additional
information by reading the Special Meeting Proxy Statement and other relevant documents regarding the Equity Investment and the other
transactions contemplated by the A&R Investment Agreement, when filed with the SEC. Information regarding the names of SilverSun’s
directors and executive officers and their respective interests in SilverSun by security holdings or otherwise is set forth in SilverSun’s
proxy statement for its 2023 Annual Meeting of Stockholders, filed with the SEC on November 27, 2023, in the sections captioned “Executive
Compensation” and “Director Compensation”, and in the Special Meeting Proxy Statement, filed with the SEC on April
30, 2024, in the section captioned “Security Ownership of Certain Beneficial Owners and Executive Officers and Directors of the
Company”.
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.
|
SILVERSUN TECHNOLOGIES, INC. |
|
|
Date: May 24, 2024 |
By: |
/s/ Mark Meller |
|
|
Mark Meller |
|
|
President, Chief Executive Officer |
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