Item 1.01 Entry into a Material Definitive
Agreement.
As previously announced, on June 14, 2016,
the Company and each of its U.S. subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under
Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Middle District of Florida (the “Bankruptcy
Court”).
On June 14, 2018, the Company and certain
of its subsidiaries, Arts and Exhibitions International, LLC, a Florida limited liability company, Premier Exhibition Management
LLC, a Florida limited liability company, Premier Exhibitions NYC, Inc., a Nevada corporation, Premier Merchandising, LLC, a Delaware
limited liability company, Premier Exhibitions International, LLC, a Delaware limited liability company, Dinosaurs Unearthed Corp.,
a Delaware corporation, DinoKing Tech Inc. d/b/a Dinosaurs Unearthed, a company formed under the laws of British Columbia, and
RMS Titanic, Inc., a Florida corporation, solely for certain purposes (collectively, the “Sellers”) entered into an
Asset Purchase Agreement (the “Asset Purchase Agreement”) with Premier Acquisition Holdings LLC, a Delaware limited
liability company (“Buyer”), pursuant to which the Buyer agreed to acquire substantially all of the assets and assume
certain liabilities of the Sellers pursuant to Sections 363 and 365 of the Bankruptcy Code for an aggregate purchase price of $17.5
million in cash plus Assumed Liabilities (as defined in the Asset Purchase Agreement), subject to adjustments for current assets
at closing.
In accordance with the terms of an agreement
between the Debtors, the Buyer and 417 Fifth Ave. Real Estate, LLC and described on the record at the August 30, 2018 bid procedures
hearing before the Bankruptcy Court, on September 14, 2018, the Sellers and Buyer entered into Amendment No. 1 to the Asset Purchase
Agreement (the “Amendment”) to, among other things, increase the purchase price from $17.5 million to $19.5 million
and increase the limit on the amount of the Buyer’s breakup fee and expense reimbursement from $1 million to $1.5 million.
The Amendment is consistent with the terms that the Company previously disclosed.
The closing of the transactions contemplated
by the Asset Purchase Agreement, as amended, is subject to the satisfaction or waiver of a number of closing conditions. The Asset
Purchase Agreement is intended to constitute a “stalking horse” bid that is subject to higher and better bids by third
parties in accordance with bidding procedures discussed below.
The descriptions of the Amendment and the
Asset Purchase Agreement are qualified in their entirety by reference to the full text of the Amendment and Asset Purchase Agreement,
copies of which are filed as Exhibits 2.1 and 2.2 to this Current Report on Form 8-K, respectively, and incorporated into this
Item 1.01 by reference.