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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 has been declared effective. The Form F-4 includes a prospectus with respect to IGI Holdings’ 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 and supplements 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. The proxy statement contained in the Form F-4 and other relevant materials for the proposed transaction have
been mailed to the stockholders of Tiberius as of the record date for voting on the proposed transaction. Stockholders are also
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 states or jurisdictions 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 in connection with or related to the Business Combination Agreement and the transactions contemplated
therein; (3) the inability to complete the proposed transaction, including due to the failure to obtain the 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 or warrants 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; (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 the combined company’s ability to 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 Form F-4 and the proxy statement
relating to the proposed transaction, including those under “Risk Factors” therein, and in Tiberius’s and IGI
Holdings’ 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
and forward-looking statements. 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.