Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01
of this Current Report on Form 8-K is incorporated by reference herein. The shares of Common Stock and Preferred Stock to be issued
pursuant to the Subscription Agreements (including the shares of Common Stock issuable upon conversion of the Preferred Stock)
will not be registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act.
Additional Information About the Proposed
Business Combination and Where to Find it
The proposed Business Combination
will be submitted to stockholders of the Company for their consideration. The Company has filed with the Securities and Exchange
Commission (the “
SEC
”) a preliminary proxy statement and intends to file with the SEC a definitive proxy statement
in connection with the proposed Business Combination and other matters and will mail a definitive proxy statement and other relevant
documents to its stockholders as of the record date established for voting on the proposed Business Combination.
The Company’s
stockholders and other interested persons are advised to read the preliminary proxy statement filed with the SEC on July 20, 2018
and, once available, any amendments thereto and the definitive proxy statement, in connection with the Company’s solicitation
of proxies for its special meeting of stockholders to be held to approve, among other things, the proposed Business Combination
because these documents will contain important information about the Company, NRC Group and the proposed Business Combination
.
Stockholders may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents
filed with the SEC regarding the proposed Business Combination and other documents filed with the SEC by the Company, without charge,
at the SEC’s website located at
www.sec.gov
or by directing a request to Nicholas A. Petruska, Executive Vice
President and Chief Financial Officer, 3485 North Pines Way, Suite 110, Wilson, Wyoming 83014 or by telephone at (312) 803-0372.
Participants in the Solicitation
The Company, Seller, NRC
Group, and certain of their respective directors, executive officers and other members of management and employees may, under SEC
rules, be deemed to be participants in the solicitations of proxies from the Company’s stockholders in connection with the
proposed Business Combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation
of the Company’s stockholders in connection with the proposed Business Combination is set forth in the Company’s proxy
statement. You can find more information about the Company’s directors and executive officers in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on April 2, 2018. Additional information regarding
the participants in the proxy solicitation and a description of their direct and indirect interests is included in the preliminary
proxy statement, which can be obtained free of charge from the sources indicated above.
Forward-Looking Statements
This report includes, or
incorporates by reference, “forward-looking statements” within the meaning of the “safe harbor” provisions
of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use
of words such as “estimate,” “plan,” “project,” “forecast,” “intend,”
“expect,” “anticipate,” “believe,” “seek,” “target” or other similar
expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking
statements include, but are not limited to: (1) the financing component of the proposed Business Combination, including the Subscription
Agreements; (2) references with respect to the anticipated benefits of the proposed Business Combination; (3) the projection of
future financial performance of NRC Group, NRC Group’s operating companies and the Company following the proposed Business
Combination; (4) changes in the market for NRC Group’s services and expansion plans and opportunities; (5) future acquisition
or additional business combinations; (6) the sources and uses of cash; (7) the management and board composition of the Company
following the proposed Business Combination; (8) the anticipated capitalization and enterprise value of the Company following the
proposed Business Combination; (9) the continued listing of the Company’s securities on the NYSE American; and (10) the expected
date of closing the proposed Business Combination.
These forward-looking statements
are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to
differ materially and adversely from those expressed in any forward-looking statement. Important risk factors that may cause such
a difference in connection with the proposed Business Combination include, but are not limited to, the following factors: (1) the
occurrence of any event, change or other circumstances that could give rise to the termination of the Purchase Agreement; (2) the
outcome of any legal proceedings that may be instituted against NRC Group, Seller or the Company following announcement of the
proposed Business Combination and related transactions; (3) the inability to complete the transactions contemplated by the Purchase
Agreement due to the failure to obtain approval of the stockholders of the Company, consummate the anticipated financing, obtain
necessary approval from governmental authorities or satisfy other conditions to the closing of the proposed Business Combination;
(4) the ability to obtain or maintain the listing of the Company’s securities on the NYSE American following the proposed
Business Combination; (5) the risk that the proposed Business Combination disrupts the parties’ current plans and operations
as a result of the announcement and consummation of the transactions described herein; (6) the ability to recognize the anticipated
benefits of the proposed Business Combination, which may be affected by, among other things, competition and the ability of the
combined business to grow and manage growth profitably; (7) unexpected costs, charges or expenses related to or resulting from
the proposed Business Combination; (8) changes in applicable laws or regulations; (9) the possibility that NRC Group or the Company
may be adversely affected by other economic, business, and/or competitive factors; and (10) other risks associated with the proposed
Business Combination, as are more fully discussed in the proxy statement filed by the Company with the SEC in connection with the
proposed Business Combination. Investors and potential investors are urged not to place undue reliance on forward-looking statements
in this report, which speak only as of this date. Neither the Company nor Seller nor NRC Group undertakes any obligation to revise
or update publicly any forward-looking statement to reflect future events or circumstances. Nothing contained herein constitutes
or will be deemed to constitute a forecast, project or estimate of the future financial performance of the Company, NRC Group or
the combined company following the implementation of the proposed Business Combination or otherwise. In addition, actual results
are subject to other risks identified in the Company’s prior and future filings with the SEC, available at
www.sec.gov
.