Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
ADDITIONAL INFORMATION
In connection with
the proposed transaction, IGI Holdings has filed a registration statement on Form F-4 (the “Form F-4”) with
the SEC which includes a prospectus with respect to IGI Holding’s securities to be issued in connection with the proposed
transaction and a proxy statement with respect to Tiberius’s stockholders meeting at which Tiberius’s stockholders
will be asked to vote on the proposed transaction. Tiberius’s stockholders and other interested persons are advised to read
the Form F-4 and the amendments thereto and other information filed with the SEC in connection with the proposed transaction, as
these materials contain important information about IGI, Tiberius and the proposed transaction. When available, the proxy statement
contained in the Form F-4 and other relevant materials for the proposed transaction will be mailed to the stockholders of Tiberius
as of the record date for voting on the proposed transaction. Stockholders will also be able to obtain copies of the Form F-4 and
other documents filed with the SEC, without charge at the SEC’s website at www.sec.gov, or by directing a request to: Tiberius
Acquisition Corp., 3601 N Interstate 10 Service Rd W, Metairie, LA 70002.
DISCLAIMER
This report and
the exhibits hereto do not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering
of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
PARTICIPANTS
IN THE BUSINESS COMBINATION
Tiberius, IGI,
IGI Holdings, and certain of their respective directors and executive officers may be deemed participants in the solicitation of
proxies from Tiberius’s stockholders with respect to the proposed transaction. A list of the names of Tiberius’s directors
and executive officers and a description of their interests in Tiberius is contained in Tiberius’s annual report on Form
10-K for the fiscal year ended December 31, 2019, which was filed with the SEC and is available free of charge at the SEC’s
web site at www.sec.gov, or by directing a request to Tiberius Acquisition Corp., 3601 N Interstate 10 Service Rd W, Metairie,
LA 70002, Attention: Bryce Quin. Additional information regarding the interests of such participants is contained in the Form F-4.
IGI and certain
of its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders
of Tiberius in connection with the proposed transaction. A list of the names of such directors and executive officers is included
in the Form F-4.
CAUTIONARY NOTE
REGARDING FORWARD-LOOKING STATEMENTS
This report includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act
of 1995. The expectations, estimates, and projections of the businesses of Tiberius, IGI and IGI Holdings may differ from their
actual results and consequently, you should not rely on these forward looking statements as predictions of future events. Words
such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “plan,” “may,” “will,” “could,” “should,” “believes,”
“predicts,” “potential,” “continue,” and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements include, without limitation, expectations with respect to future performance,
projected financial information, statements regarding the anticipated financial impact of the proposed transaction, the satisfaction
of the closing conditions to the proposed transaction, including without limitation receipt of all required regulatory approvals,
and the timing of the completion of the proposed transaction. These forward-looking statements involve significant risks and uncertainties
that could cause the actual results to differ materially from the expected results. Most of these factors are outside of the control
of Tiberius, IGI, and IGI Holdings and are difficult to predict. Factors that may cause such differences include, but are not limited
to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination
Agreement, (2) the outcome of any legal proceedings that may be instituted against the parties following the announcement of the
Business Combination Agreement and the transactions contemplated therein; (3) the inability to complete the proposed transaction,
including due to failure to obtain approval of the stockholders of Tiberius or other conditions to closing in the Business Combination
Agreement; (4) the occurrence of any event, change, or other circumstance that could give rise to the termination of the Business
Combination Agreement or could otherwise cause the transaction to fail to close; (5) the receipt of an unsolicited offer from another
party for an alternative business transaction that could interfere with the proposed transaction; (6) the inability to obtain or
maintain the listing of the post-acquisition company’s common shares on Nasdaq in connection with or following the closing
of the proposed transaction; (7) the risk that the proposed transaction disrupts current plans and operations as a result of the
announcement and consummation of the proposed transaction; (8) the potential inability to recognize the anticipated benefits of
the proposed transaction, which may be affected by, among other things, competition, the ability of the combined company to grow
and manage growth profitably and retain its key employees; (9) costs related to the proposed transaction; (10) changes in applicable
laws or regulations; (11) the demand for IGI’s and the combined company’s services together with the possibility that
IGI or the combined company may be adversely affected by other economic, business, and/or competitive factors; and (12) other risks
and uncertainties indicated from time to time in the proxy statement relating to the proposed transaction, including those under
“Risk Factors” therein, and in Tiberius’s other filings with the SEC. The foregoing list of factors is not exclusive.
In addition, any financial projections issued by the parties are inherently based on various estimates and assumptions that are
subject to the judgment of those preparing them and are also subject to significant economic, competitive, industry and other uncertainties
and contingencies, all of which are difficult or impossible to predict and many of which are beyond the control of Tiberius and
IGI. There can be no assurance that IGI’s financial condition or results of operations will be consistent with those set
forth in such financial projections. You should not place undue reliance upon any forward-looking statements, which speak only
as of the date made. Tiberius, IGI, and IGI Holdings do not undertake or accept any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events,
conditions, or circumstances on which any such statement is based.