Current Report Filing (8-k)
12 Januar 2021 - 10:02PM
Edgar (US Regulatory)
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): January 8, 2021
Western
Capital Resources, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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000-52015
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47-0848102
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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11550
“I” Street, Suite 150, Omaha, NE 68137
(Address
of principal executive offices) (Zip Code)
(402)
551-8888
(Registrant's
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act 17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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|
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§
230.405 of this chapter) or Rule 12b-2 of the Securities Exchange 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
3.02. Unregistered Sales of Equity Securities
The
information in Item 8.01 is incorporated herein by reference.
Item
8.01. Other Events
On
January 8, 2021, Western Capital Resources, Inc., a Delaware corporation (OTCQB: WCRS), entered into a Merger Agreement with Swisher
Acquisition, Inc., a Delaware corporation, and certain of Swisher Acquisition security holders. Swisher Acquisition is a manufacturer
of lawn and garden power equipment and emergency safety shelters, and provider of turn-key manufacturing services to third parties.
Pursuant to the Merger Agreement, on January 8, 2021, Western Capital Resources became the owner of all the equity interests of
Swisher Acquisition pursuant to a merger of a wholly-owned subsidiary of Western Capital Resources with and into Swisher Acquisition.
In
the merger, Western Capital Resources issued 408,000 shares of its common stock under a private placement exemption under Section
4(2) of the Securities Act of 1933, as amended, and paid cash, to the security holders of Swisher Acquisition. The security holders
of Swisher Acquisition include Richard Miller, who is a director of Western Capital Resources, and BCP II Swisher, LLC, an affiliate
of the controlling stockholders of Western Capital Resources, who received 16,801 and 390,596 shares of Western Capital Resources’
common stock, respectively. Based on the closing sale price of Western Capital Resources’ common stock of $6.75 per share
on January, 7, 2021, the day before the merger, the value of the shares and cash received by Mr. Miller and BCP II Swisher, LLC
was approximately $140,000 and $3.3 million, respectively. In addition, Western Capital Resources guaranteed a $2.5 million
Note payable by Swisher Acquisition, Inc. to Blackstreet Capital Management, LLC, which is also controlled by affiliates of Western
Capital Resources’ controlling stockholders.
To
address the conflicts of interest of Mr. Miller and directors affiliated with Western Capital Resources’ controlling stockholders
and Blackstreet Capital Management, the Board of Directors of Western Capital Resources appointed a special committee to consider
the approval of the merger. The special committee’s sole member, Ellery Roberts, is independent and does not have a conflict
with respect to the merger. When it approved the merger, the committee considered a number of factors, including the fairness
opinion of Lincoln International LLC, which determined that the consideration paid by Western Capital Resources in the merger
is fair, from a financial point of view, to Western Capital Resources.
SIGNATURE
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.
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Western
Capital Resources, Inc.
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Date: January
12, 2021
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By:
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/s/
John Quandahl
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John
Quandahl
Chief
Executive Officer
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