0001236275
false
0001236275
2023-07-11
2023-07-11
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
July 11, 2023
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 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following provisions:
☐ |
Written communication 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 Stock, 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 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
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 1.01. Entry into a Material Definitive
Agreement
On July 11, 2023, SilverSun
Technologies, Inc. (the “Company”) entered into the Fifth Amendment to Merger Agreement (the “Amendment”) with
Rhodium Enterprises Acquisition Corp., a Delaware corporation and direct wholly owned subsidiary of the Company, Rhodium Enterprises Acquisition
LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Company, and Rhodium Enterprises, Inc., a Delaware
corporation (“Rhodium”), amending that certain Agreement and Plan of Merger, dated as of September 29, 2022 by and among the
parties referenced above (as amended from time to time, the “Merger Agreement”). The Amendment provides that the Merger Agreement
may be terminated, and the transactions abandoned, by either the Company or Rhodium at any time before the First Effective Time (as defined
in the Merger Agreement), by written notice from one to the other if the closing has not occurred on or before September 30, 2023.
The Amendment also removes Section 7.06 from the Agreement. This section had provided for the payment of a $5,000,000 termination fee
by the Company or Rhodium, as applicable, upon certain enumerated termination events. Following such removal, the Company and Rhodium
continue to retain all other legal remedies available to them upon such termination events.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
Date: July 12, 2023
|
SILVERSUN TECHNOLOGIES, INC. |
|
|
|
|
By: |
/s/ Mark Meller |
|
|
Name: Mark Meller |
|
|
Title: Chief Executive Officer |
2
Exhibit 2.6
FIFTH AMENDMENT TO
MERGER AGREEMENT
This FIFTH AMENDMENT TO MERGER
AGREEMENT (this “Amendment”), executed and effective as of July 11, 2023 (the “Effective Date”),
is made by and among SilverSun Technologies, Inc., a Delaware Corporation (“Parent”), Rhodium Enterprises Acquisition
Corp., a Delaware corporation and direct wholly owned subsidiary of Parent (“Merger Sub I”), Rhodium Enterprises
Acquisition LLC, a Delaware limited liability company and direct wholly owned subsidiary of Parent (“Merger Sub II”
and together with Parent and Merger Sub I, the “Parent Entities”), and Rhodium Enterprises, Inc., a Delaware
corporation (the “Company”, and collectively with the Parent Entities, the “Parties”),
to that certain Agreement and Plan of Merger, dated as of September 29, 2022 (as amended, the “Merger Agreement”),
by and among the Parties.
WITNESSETH:
WHEREAS, in accordance with
Section 8.08 of the Merger Agreement, the Merger Agreement may be amended by an instrument in writing signed by the Parent Entities and
Company; and
WHEREAS, each of the Parent
Entities and the Company desire to amend the Merger Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration
of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby,
each of the Parent Entities and the Company agree as follows:
1. Section 7.02 (a) of the
Merger Agreement is hereby deleted and replaced in its entirety with the following:
| (a) | if the if the Closing has not occurred on or before September 30, 2023 (the “Termination Date”),
except that the right to terminate this Agreement under this Section 7.02(a) shall not be available to any Party who is then in
material breach of this Agreement; |
2. Section 7.06 of the Merger
Agreement, including subsections 7.06 (a) through (f) thereof, is hereby deleted in its entirety.
3. Section 8.11 of the Merger
Agreement is hereby deleted and replaced in its entirety with the following:
Section 8.11 No Third-Party Beneficiaries.
Except (a) as provided in Section 5.08 (Directors’ and Officers’ Indemnification and Insurance), (b) for the provisions
of Section 2.01, Section 2.01(f) and Section 2.03 (which, only from and after the Effective Time, shall be for the
benefit of holders of Parent Common Stock as of the Effective Time), (c) the rights of Covered Persons under Section 5.17, (d)
the rights of the Parent Entities or any of their respective Affiliates, respective current or former stockholders, directors, managers,
officers, employees, agents, advisors or other Representatives, and the Company or any of its Affiliates, respective current or former
stockholders, directors, managers, officers, employees, agents, advisors or other Representatives, under Section 8.18, the Parent
Entities and the Company agree that their respective representations, warranties and covenants set forth in this Agreement are solely
for the benefit of the other Parties, in accordance with and subject to the terms of this Agreement, and this Agreement are not intended
to, and do not, confer upon any Person other than the Parties any rights or remedies, including the right to rely upon the representations
and warranties set forth in this Agreement.
4. Section 8.15 of the Merger
Agreement is hereby deleted and replaced in its entirety with the following:
Section 8.15 Remedies.
No failure or delay on the part of any Party in the exercise of any right under this Agreement shall impair such right or be construed
to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement within, nor shall any single or partial
exercise of any such right preclude any other or further exercise of any other right. All rights and remedies existing under this Agreement
are cumulative to, and not exclusive of, any rights or remedies otherwise available and the exercise by a Party of any one remedy shall
not preclude the exercise by it of any other remedy to the extent permitted.
5. Section 8.16 of the Merger
Agreement is hereby deleted and replaced in its entirety with the following:
Section 8.16 Specific Performance.
The Parties agree that irreparable injury would occur if any of the provisions of this Agreement are not performed in accordance with
their specific terms or are otherwise breached, and further agree that, (a) damages to the Company caused by the non-occurrence of the
Closing, including damages related to reputational harm, customer or employee losses, increased costs, harm to the Company’s business,
and/or a reduction in the actual or perceived value of the Company or any of its direct or indirect Subsidiaries, would be difficult or
impossible to calculate, (b) the provisions of this Agreement are not intended to and do not adequately compensate the Company for
the harm that would result from a breach by Parent, and will not be construed to diminish or otherwise impair in any respect any the Company’s
rights to an injunction, specific performance or other equitable relief, and (c) the right of specific performance is an integral part
of this Agreement and without that right the Company would not have entered into this Agreement. Further, it is explicitly agreed that
the Company shall have the right to an injunction, specific performance or other equitable relief with respect to the Parent Entities’
obligations to consummate the Transactions. It is further agreed that the Company shall be entitled to an injunction or injunctions, specific
performance or other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms
and provisions of this Agreement in the Court of Chancery of the State of Delaware or other court of the United States as specified in
Section 8.05, and the Parties waive any requirement for the posting of any bond or similar collateral in connection with any such
equitable relief. Parent agrees that it will not oppose the granting of an injunction or specific performance on the basis that (i) the
Company has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity.
6. Except as expressly amended
or modified hereby, the terms and conditions of the Merger Agreement shall continue in full force and effect among the Parties. This Amendment
shall form a part of the Merger Agreement for all purposes, and each Party shall be bound by this Amendment.
7. All capitalized terms used
but not defined in this Amendment shall have the meanings set forth in the Merger Agreement. Each reference to “this Agreement”
and each other similar reference contained in the Agreement shall, after this Amendment becomes effective, refer to the Merger Agreement
as amended by this Amendment.
8. This Amendment may be executed
in any number of counterparts (including by means of facsimile and electronically transmitted portable document format (.pdf) signature
pages), each of which shall be an original but all of which together shall constitute one and the same instrument.
9. The provisions of Article
8 of the Merger Agreement are incorporated by reference, mutatis mutandis, as if set forth in full in this Amendment.
10. Each party to this Amendment
represents and warrants that it has obtained all corporate, board and other approvals necessary to execute and deliver this Amendment
and for this Amendment to be effective.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned
have executed this Amendment as of the Effective Date.
|
PARENT |
|
|
|
SilverSun Technologies, Inc. |
|
|
|
|
By: |
/s/ Mark Meller |
|
Name: |
Mark Meller |
|
Title: |
Chief Executive Officer |
|
|
|
|
MERGER SUB I |
|
|
|
Rhodium Enterprises Acquisition Corp. |
|
|
|
|
By: |
/s/ Mark Meller |
|
Name: |
Mark Meller |
|
Title: |
Chief Executive Officer |
|
|
|
|
MERGER SUB II |
|
|
|
Rhodium Enterprises Acquisition LLC |
|
|
|
|
By: |
/s/ Mark Meller |
|
Name: |
Mark Meller |
|
Title: |
Chief Executive Officer |
|
|
|
|
COMPANY |
|
|
|
Rhodium
Enterprises, Inc. |
|
|
|
|
By: |
/s/ Chase Blackmon |
|
Name: |
Chase Blackmon |
|
Title: |
Chief Executive Officer |
3
v3.23.2
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
SilverSun Technologies (NASDAQ:SSNT)
과거 데이터 주식 차트
부터 4월(4) 2024 으로 5월(5) 2024
SilverSun Technologies (NASDAQ:SSNT)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024