Statistiche di base
| CIK | 1619551 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Origo Acquisition Corporation
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
| March 19, 2019 |
OACQ / Origo Acquisition Corporation RW Origo Acquisition Corporation 708 Third Avenue New York, New York 10017 March 19, 2019 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D. |
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| February 14, 2019 |
CNLM / CB Pharma Acquisition Corp. / K2 PRINCIPAL FUND, L.P. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A Amendment No. 1 (Rule 13d-102) Under the Securities Exchange Act of 1934 Origo Acquisition Corporation (Name of Issuer) Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G67789126 (CUSIP Number) December 31 ,2018 (Date of Event which Requires Filing of this Statement) Check the appropri |
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| September 10, 2018 |
Polar Asset Management Partners Inc.: Form SC 13G/A - Filed by newsfilecorp.com SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Origo Acquisition Corporation (Name of Issuer) Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G67789126 (CUSIP Number) August 31, 2018 (Date of Event Which R |
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| August 10, 2018 |
Entry into a Material Definitive Agreement, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2018 Origo Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-36757 N/A (State or Other Jurisdiction of Incorporation |
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| July 16, 2018 |
OACQ / Origo Acquisition Corporation NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSR For Period Ended: May 31, 2018 [] Transition Report on Form 10-K [] Transition Report on Form 20-F [] Transition Report on Form 11-K [] Transition Report on Form 10-Q [] Transition |
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| June 13, 2018 |
Amendment to the Amended and Restated Memorandum and Articles of Association of the Company EX-3.1 2 s110802ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 Origo Acquisition Corporation (Company No 291201) (the Company) I, Edward J. Fred, Chief Executive Officer and director of the above-named Company incorporated in the Cayman Islands and having its Registered Office at the offices of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009, Cayman Islands, and Chairman of a mee |
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| June 13, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2018 (June 12, 2018) Origo Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-36757 N/A (State or Other Jurisdiction of |
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| June 1, 2018 |
OACQ / Origo Acquisition Corporation DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| May 23, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2018 (May 17, 2018) Origo Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-36757 N/A (State or Other Jurisdiction of I |
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| May 23, 2018 |
Exhibit 10.1 THIRD AMENDMENT TO MERGER AGREEMENT This Third Amendment to Merger Agreement (this “Third Amendment”) is made and entered into as of May 22, 2018 (the “Effective Date”), by and among (i) Origo Acquisition Corporation, a Cayman Islands company (including the Successor from and after the Conversion (as defined below), “OAC”), (ii) Hightimes Holding Corp., a Delaware corporation (the “Co |
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| May 22, 2018 |
OACQ / Origo Acquisition Corporation PRE 14A PRE 14A 1 s110338pre14a.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| April 13, 2018 |
OACQ / Origo Acquisition Corporation 10-Q (Quarterly Report) 10-Q 1 s10966010-q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file |
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| April 12, 2018 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 8-K 1 s1096458k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2018 (April 6, 2018) Origo Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-36757 N/A (State |
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| April 5, 2018 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 8-K 1 tv4904968k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2018 (March 27, 2018) Origo Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-36757 N/A |
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| March 20, 2018 |
CNLM / CB Pharma Acquisition Corp. / Owen Associates Llc Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 (Amendment No. 1 )* Origo Acquisition Corporation (Name of Issuer) Ordinary Shares, par value $0.0001 (Title of Class of Securities) G67789126 (CUSIP Number) Mar |
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| March 19, 2018 |
CNLM / CB Pharma Acquisition Corp. / K2 PRINCIPAL FUND, L.P. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 ORIGO ACQUISITION CORPORATION (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G67789126 (CUSIP Number) March 12 ,2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| March 15, 2018 |
Amendment to the Amended and Restated Memorandum and Articles of Association of the Company Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Origo Acquisition Corporation (ROC #291201) (the "Company") TAKE NOTICE that at a Meeting of the Shareholders of the Company held on 12 March 2018, the following special resolution was passed: It is resolved as a special resolution THAT, provided the Company has received confirmation fro |
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| March 15, 2018 |
8-K 1 s1093198k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2018 Origo Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-36757 N/A (State or Other Jurisd |
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| March 8, 2018 |
CNLM / CB Pharma Acquisition Corp. / Owen Associates Llc Passive Investment SC 13G 1 c90707sch13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 (Amendment No. )* Origo Acquisition Corporation (Name of Issuer) Ordinary Shares, par value $0.0001 (Title of Class of Securities) G677 |
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| February 28, 2018 |
OACQ / Origo Acquisition Corporation DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| February 27, 2018 |
OACQ / Origo Acquisition Corporation CORRESP - - Origo Acquisition Corporation 708 Third Avenue New York, NY 10017 February 27, 2018 VIA EDGAR U. |
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| February 23, 2018 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2018 (February 20, 2018) Origo Acquisition Corporation (Exact name of registrant as specified) in its charter) Cayman Islands 001-36757 N/A (State or Other Jurisd |
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| February 23, 2018 |
OACQ / Origo Acquisition Corporation CORRESP - - CORRESP 1 filename1.htm Origo Acquisition Corporation 708 Third Avenue New York, NY 10017 February 23, 2018 VIA EDGAR U.S. Securities and Exchange Commission Office of Transportation and Leisure 100 F Street, N.E. Washington, DC 20549 Attn: Anne Nguyen Parker, Assistant Director Re: Origo Acquisition Corporation Preliminary Proxy Statement on Schedule 14A Filed February 16, 2018 File No. 001-36757 |
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| February 16, 2018 |
OACQ / Origo Acquisition Corporation SCHEDULE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| February 14, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Origo Acquisition Corporation f/k/a CB Pharma Acquisition Corporation (Name of Issuer) Common Stock Ordinary shares, par value $0.0001 per share (Title of Class of Securities) G67789126 (CUSIP Number) December 29, 2017 (Date of Event which Requires Filin |
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| February 9, 2018 |
Polar Asset Management Partners Inc.: Form SC 13G/A - Filed by newsfilecorp.com SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Origo Acquisition Corporation (Name of Issuer) Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G67789126 (CUSIP Number) December 31, 2017 (Date of Event Which |
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| February 5, 2018 |
OACQ / Origo Acquisition Corporation 10-K/A (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2017 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-3675 |
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| February 1, 2018 |
S-4/A 1 s108867s4a.htm S-4/A Registration No. 333-221527 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Amendment No. 2 ORIGO ACQUISITION CORPORATION* (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer In |
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| January 30, 2018 |
OACQ / Origo Acquisition Corporation 10-K (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2017 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36757 ORIGO ACQUISITION |
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| December 29, 2017 |
Exhibit 10.25 LOAN AND SECURITY AGREEMENT ExWorks Capital Fund I, L.P., a Delaware limited partnership, with its principal place of business located at 333 West Wacker Drive, Suite 1620, Chicago, Illinois 60606 (together with its successors and assigns, ?Lender?) and Hightimes Holding Corp., a Delaware corporation (?Parent?), Trans-High Corporation, a New York corporation (?Trans-High?), High Time |
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| December 29, 2017 |
Second Amendment to Loan and Security Agreement Exhibit 10.30 Second Amendment to Loan and Security Agreement ExWorks Capital Fund I, L.P., a Delaware limited partnership (?ExWorks?) and Hightimes Holding Corp., a Delaware corporation (?Parent?), Trans-High Corporation, a New York corporation (?Trans-High?), High Times Productions, Inc., a New York corporation, Cannabis Business Digital, LLC, a New York limited liability company, High Times, In |
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| December 29, 2017 |
Exhibit 10.38 EMPLOYMENT AGREEMENT THIS AGREEMENT (this ?Agreement?), dated and effective as of August 17th, 2017 (the ?Effective Date?), by and among Trans-High Corporation, a corporation organized under the laws of the State of New York, doing business as ?High Times? (the ?Company?); and Scott McGovern, an individual (hereinafter sometimes referred to as the ?Employee?). The Company and each of |
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| December 29, 2017 |
Registration No. 333-221527 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Amendment No. 1 ORIGO ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) C |
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| December 29, 2017 |
Exhibit 10.24 FORM OF AGREEMENT THIS AGREEMENT (?Agreement?) is entered into as of the 31st day of October 2017, by and among the individual or entity who has executed this Agreement on the signature page hereof (the ?Purchase Noteholder?) and Hightimes Holding Corp., a Delaware corporation (?Holdings?). The Purchase Noteholder and Holdings are hereinafter sometimes individually referred to as a ? |
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| December 29, 2017 |
INTERCREDITOR AND DEBT SUBORDINATION AGREEMENT [Seller Debt] Exhibit 10.26 INTERCREDITOR AND DEBT SUBORDINATION AGREEMENT [Seller Debt] THIS INTERCREDITOR AND DEBT SUBORDINATION AGREEMENT (this ?Agreement?) is made as of February 27, 2017 by and among: (A) ExWorks Capital Fund I, L.P., a limited partnership organized under the laws of the State of Delaware (the ?Senior Lender?); (B) Hightimes Holding Corp., a corporation organized under the laws of the Stat |
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| December 29, 2017 |
Exhibit 10.29 WARRANT THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE |
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| December 29, 2017 |
HIGHTIMES HOLDING CORP. 2017 EQUITY INCENTIVE PLAN Adopted February 27, 2017 Exhibit 10.22 HIGHTIMES HOLDING CORP. 2017 EQUITY INCENTIVE PLAN Adopted February 27, 2017 1. Purposes of the Plan The purposes of the Hightimes Holding Corp. 2017 Equity Incentive Plan (the ?Plan?) are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors, and Consultants, and to promote the success |
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| December 29, 2017 |
STOCK SUBSCRIPTION AND PURCHASE AGREEMENT Exhibit 10.39 STOCK SUBSCRIPTION AND PURCHASE AGREEMENT THIS STOCK SUBSCRIPTION AND PURCHASE AGREEMENT (this ?Agreement?) is made and entered into as of August 31, 2017 by and between HIGHTIMES HOLDING CORP., a Delaware corporation (the ?Company?) and SCOTT MCGOVERN, an individual (the ?Investor?). W I T N E S S E T H: WHEREAS, the Company has entered into a definitive stock purchase agreement dat |
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| December 29, 2017 |
First amendmemt to loan and security agreement Exhibit 10.27 First amendmemt to loan and security agreement ExWorks Capital Fund I, L.P., a Delaware limited partnership (?ExWorks?) and Hightimes Holding Corp., a Delaware corporation (?Parent?), Trans-High Corporation, a New York corporation (?Trans-High?), High Times Productions, Inc., a New York corporation, Cannabis Business Digital, LLC, a New York limited liability company, High Times, Inc |
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| December 29, 2017 |
Exhibit 10.36 ASSIGNMENT OF LEASE AND FESTIVAL RIGHTS by and among BIO CUP CANADA MUSIC FESTIVAL LTD. MATTHEW HARVEY DERRICK KENDALL TRANS-HIGH CORPORATION and HIGH TIMES HOLDING CORP. Dated as of August 10, 2017 ASSIGNMENT OF LEASE AND FESTIVAL RIGHTS THIS ASSIGNMENT OF LEASE AND FESTIVAL RIGHTS (this ?Agreement?) is made as of August 10 2017, by and among BIO CUP CANADA MUSIC FESTIVAL LTD., a co |
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| December 29, 2017 |
HIGHTIMES HOLDING CORP. (a Delaware Corporation) ARTICLE I OFFICES Exhibit 10.21 BYLAWS OF HIGHTIMES HOLDING CORP. (a Delaware Corporation) ARTICLE I OFFICES Section 1.01. Registered Office. The registered office of the corporation in the State of Delaware shall 1013 Centre Road, Suite 403-B, City of Wilmington, County of New Castle, 19805. The name of its registered agent at such address is Vcorp Services, LLC. Section 1.02. Location of Offices. The corporation |
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| December 29, 2017 |
SENIOR SECURED CONVERTIBLE NOTE Exhibit 10.31 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION |
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| December 29, 2017 |
No. of Holdings Purchase Shares Exhibit 10.41 AGREEMENT THIS AGREEMENT (?Agreement?) is entered into as of the 31st day of October 2017, by and among Approved Trust 1, Colleen Manley and Jessica Manley, as Co-Trustees (?Approved Trust?); Eggluftstein Sub Trust, Colleen Manley, Trustee (?Eggluftstein?); Judith Baker, an individual (?Baker?); Candlelight Trust, Judith Baker, Trustee (?Candlelight?) and Hightimes Holding Corp., a D |
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| December 29, 2017 |
FORM OF IRREVOCABLE PROXY TO VOTE COMMON STOCK OF HIGHTIMES HOLDING CORP. AND RELATED ISSUER Exhibit 10.42 FORM OF IRREVOCABLE PROXY TO VOTE COMMON STOCK OF HIGHTIMES HOLDING CORP. AND RELATED ISSUER The undersigned holder of a convertible purchase note and a Security Holder (?Security Holder?) of Hightimes Holding Corp., a Delaware corporation (the ?Company?), hereby irrevocably and unconditionally (to the fullest extent permitted by applicable law) appoints Adam E. Levin (?Levin?) (the |
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| December 29, 2017 |
Exhibit 10.23 EXECUTION COPY AMENDED AND RESTATED STOCK PURCHASE AGREEMENT by and among: TRANS-HIGH CORPORATION a New York corporation; HIGHTIMES HOLDING CORP., a Delaware corporation; and THE STOCKHOLDERS OF TRANS-HIGH CORPORATION Dated as of February 14, 2017 TABLE OF CONTENTS Recitals 1 Agreement 2 ARTICLE I - Description of Transaction 2 ARTICLE II - Representations and Warranties of The Compa |
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| December 29, 2017 |
Exhibit 10.34 EMPLOYMENT AGREEMENT AGREEMENT, dated as of July 17, 2017 (the ?Effective Date?), is entered into by and between HIGHTIMES HOLDING CORP., a Delaware corporation (the ?Company?), and ADAM E. LEVIN (the ?Executive?). WHEREAS, the Executive and trusts established for the benefit of the Executive and members of his family are principal shareholders of the Company; WHEREAS, the Company an |
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| December 29, 2017 |
AMENDED AND RESTATED ONLINE ADVERTISING SALES REPRESENTATION AGREEMENT Exhibit 10.33 Execution Copy AMENDED AND RESTATED ONLINE ADVERTISING SALES REPRESENTATION AGREEMENT This Amended and Restated Online Advertising Sales Representation Agreement is dated as of December 15, 2017 (the ?Effective Date?) by and between TRANS-HIGH CORPORATION, a New York corporation (?TRANS-HIGH?), and GREEN RUSH DAILY, LLC, a Delaware limited liability corporation (?GREEN RUSH?). TRANS- |
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| December 29, 2017 |
Exhibit 10.20 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HIGHTIMES HOLDING CORP. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Hightimes Holding Corp., (the ?Corporation?) a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DO |
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| December 29, 2017 |
ADVERTISING PLACEMENT AND SPONSORED CONTENT AGREEMENT Exhibit 10.40 ADVERTISING PLACEMENT AND SPONSORED CONTENT AGREEMENT This Advertising Placement and Sponsored Articles Agreement, dated as of August 10, 2017 (this ?Agreement?), is made by and among Western Hemp Genetics Ltd., a company incorporated pursuant to the federal laws of Canada (the ?Advertiser? or ?Western Hemp?) and Trans-High Corporation, a New York corporation (the ?Publisher? or the |
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| December 29, 2017 |
Exhibit 10.28 August 7, 2017 Hightimes Holding Corp. 250 West 57th Street, Suite 920 New York, New York 10107 Re: Loan and Security Agreement between ExWorks Capital Fund I, L.P. (?Lender?) and Hightimes Holding Corp. and its subsidiaries (?Borrowers?) dated February 27, 2017, as amended on or about the date hereof (the ?Loan Agreement?). Dear Sirs: This letter is the ?Amended Fee Letter? as that |
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| December 29, 2017 |
Exhibit 10.37 MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT (?Agreement?) is dated as of March 1, 2017, the date of execution of this Agreement (the ?Effective Date?), by and among HIGHTIMES HOLDING CORP., a Delaware corporation (the ?Parent?), TRANS-HIGH CORPORATION, a New York corporation ( ?Trans-High?) and OREVA CAPITAL CORP., a Delaware corporation (the ?Oreva?), The Parent, Trans-High and t |
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| December 8, 2017 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2017 (December 4, 2017) Origo Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-36757 N/A (State or Other Jurisdict |
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| November 16, 2017 |
EX-99.1 2 s108212ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 ORIGO ACQUISITION CORP. NASDAQ: OACQ + © 201 7 HIG H TIMES HOLDING S CORP. INVESTOR PRESENTATION November 2017 Origo Acquisition Corp. NASDAQ: OACQ + “… the authentic, original and trusted media pioneer in the legal cannabis industry with 4 3 years of operations , hundreds of published magazines, and an unparalleled brand recognition.” 2 ORIGO |
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| November 16, 2017 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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): November 16, 2017 Origo Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-36757 20-3061907 (State or Other Jurisdiction (Commission Fil |
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| November 16, 2017 |
OACQ / Origo Acquisition Corporation 8-K 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): November 16, 2017 Origo Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-36757 20-3061907 (State or Other Jurisdiction (Commission Fil |
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| November 16, 2017 |
EX-99.1 2 s108212ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 ORIGO ACQUISITION CORP. NASDAQ: OACQ + © 201 7 HIG H TIMES HOLDING S CORP. INVESTOR PRESENTATION November 2017 Origo Acquisition Corp. NASDAQ: OACQ + “… the authentic, original and trusted media pioneer in the legal cannabis industry with 4 3 years of operations , hundreds of published magazines, and an unparalleled brand recognition.” 2 ORIGO |
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| November 13, 2017 |
EX-99.3 5 s108082ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to the use of his or her name as a Director Nominee in the registration statement on Form S-4, and any amendments thereto, to be filed by Origo Acquisition Corporation. By: /s/ Stormy Simon Name: Stormy Simo |
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| November 13, 2017 |
Exhibit 99.6 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to the use of his or her name as a Director Nominee in the registration statement on Form S-4, and any amendments thereto, to be filed by Origo Acquisition Corporation. By: /s/ Jeffrey Gutovich Name: Jeffrey Gutovich |
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| November 13, 2017 |
Exhibit 99.5 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to the use of his or her name as a Director Nominee in the registration statement on Form S-4, and any amendments thereto, to be filed by Origo Acquisition Corporation. By: /s/ Edward J. Fred Name: Edward J. Fred |
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| November 13, 2017 |
EX-99.2 4 s108082ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to the use of his or her name as a Director Nominee in the registration statement on Form S-4, and any amendments thereto, to be filed by Origo Acquisition Corporation. By: /s/ Justin Ehrlich Name: Justin Eh |
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| November 13, 2017 |
Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ORIGO ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Num |
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| November 13, 2017 |
Exhibit 99.4 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to the use of his or her name as a Director Nominee in the registration statement on Form S-4, and any amendments thereto, to be filed by Origo Acquisition Corporation. By: /s/ Adam E. Levin Name: Adam E. Levin |
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| October 24, 2017 |
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): October 24, 2017 (October 23, 2017) Origo Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-36757 20-3061907 (State or Other Jurisdicti |
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| October 20, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2017 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36757 ORIGO ACQUI |
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| October 20, 2017 |
Form of Promissory Note from EBC EX-10.2 3 s107748ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBS |
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| October 20, 2017 |
Form of Promissory Note from Sponsor EX-10.1 2 s107748ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBS |
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| October 16, 2017 |
NT 10-Q 1 s107762nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 001-36757 (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: August 31, 2017 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form |
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| October 3, 2017 |
EX-2.1 2 s107667ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 Execution Copy FIRST AMENDMENT TO MERGER AGREEMENT This First Amendment to Merger Agreement (this “Amendment”) is made and entered into as of September 27, 2017, by and among (i) Origo Acquisition Corporation, a Cayman Islands company (including the Successor from and after the Conversion (as defined below), “OAC”), (ii) Hightimes Holding Corp., a |
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| October 3, 2017 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): October 3, 2017 (September 27, 2017) Origo Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-36757 20-3061907 (State or Other Jurisdict |
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| October 3, 2017 |
EX-2.1 2 s107667ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 Execution Copy FIRST AMENDMENT TO MERGER AGREEMENT This First Amendment to Merger Agreement (this “Amendment”) is made and entered into as of September 27, 2017, by and among (i) Origo Acquisition Corporation, a Cayman Islands company (including the Successor from and after the Conversion (as defined below), “OAC”), (ii) Hightimes Holding Corp., a |
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| October 3, 2017 |
Origo Acquisition FORM 8-K (Prospectus) 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): October 3, 2017 (September 27, 2017) Origo Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-36757 20-3061907 (State or Other Jurisdict |
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| September 13, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2017 (September 11, 2017) Origo Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-36757 N/A (State or Other Juris |
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| September 13, 2017 |
Amendment to the Amended and Restated Memorandum and Articles of Association of the Company Exhibit 3.1 |
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| August 28, 2017 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2017 (August 23, 2017) Origo Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-36757 N/A (State or Other Jurisdictio |
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| August 25, 2017 |
DEF 14A 1 s107336def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| August 11, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| July 27, 2017 |
EX-10.4 6 s106921ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 Final Form EXHIBIT B FORM OF CONSULTING SERVICES AGREEMENT BY AND BETWEEN HIGH TIMES MEDIA CORPORATION AND OREVA CAPITAL CORPORATION Effective as of , 2017 THIS CONSULTING SERVICES AGREEMENT effective as of , 2017 (the “Commencement Date”) by and between HIGH TIMES MEDIA CORPORATION, a Nevada corporation, formerly known as Origo Acquisition Cor |
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| July 27, 2017 |
EX-10.4 6 s106921ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 Final Form EXHIBIT B FORM OF CONSULTING SERVICES AGREEMENT BY AND BETWEEN HIGH TIMES MEDIA CORPORATION AND OREVA CAPITAL CORPORATION Effective as of , 2017 THIS CONSULTING SERVICES AGREEMENT effective as of , 2017 (the “Commencement Date”) by and between HIGH TIMES MEDIA CORPORATION, a Nevada corporation, formerly known as Origo Acquisition Cor |
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| July 27, 2017 |
Exhibit 99.1 HIGHTIMES HOLDING CORP. SEEKS PUBLIC LISTING THROUGH BUSINESS COMBINATION WITH ORIGO ACQUISITION CORPORATION Transaction to provide public currency and financial flexibility to leverage High Times? brand recognition in the growing cannabis industry ? High Times is publisher of HIGH TIMES? magazine and a leading voice of the cannabis community since 1974. ? Multi-platform business mode |
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| July 27, 2017 |
Exhibit 2.1 Execution Copy MERGER AGREEMENT by and among ORIGO ACQUISITION CORPORATION, as OAC HIGHTIMES HOLDING CORP., as the Company HTHC MERGER SUB, INC., as Merger Sub and JOSE ALDEANUEVA, in the capacity as the OAC Representative Dated as of July 24, 2017 TABLE OF CONTENTS Page I. MERGER 5 1.1. Merger 5 1.2. Effective Time 6 1.3. Effect of the Merger 6 1.4. Surviving Corporation Organizationa |
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| July 27, 2017 |
EX-10.3 5 s106921ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 Final Form EXHIBIT D FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made as of [●], 2017 by and among (i) Origo Acquisition Corporation, a Cayman Islands company which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below), as “High Times Media Corporation”, a Nev |
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| July 27, 2017 |
Exhibit 10.1 Final Form EXHIBIT A VOTING AGREEMENT This Voting Agreement (this “Agreement”) is made as of July [●], 2017 by and among (i) Origo Acquisition Corporation, a Cayman Islands business company (including any successor entity thereto, “OAC”), (ii) Hightimes Holding Corp., a Delaware corporation (the “Company”), and (iii) the undersigned shareholder (“Holder”) of the Company. Any capitaliz |
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| July 27, 2017 |
Exhibit 2.1 Execution Copy MERGER AGREEMENT by and among ORIGO ACQUISITION CORPORATION, as OAC HIGHTIMES HOLDING CORP., as the Company HTHC MERGER SUB, INC., as Merger Sub and JOSE ALDEANUEVA, in the capacity as the OAC Representative Dated as of July 24, 2017 TABLE OF CONTENTS Page I. MERGER 5 1.1. Merger 5 1.2. Effective Time 6 1.3. Effect of the Merger 6 1.4. Surviving Corporation Organizationa |
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| July 27, 2017 |
EX-10.3 5 s106921ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 Final Form EXHIBIT D FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made as of [●], 2017 by and among (i) Origo Acquisition Corporation, a Cayman Islands company which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below), as “High Times Media Corporation”, a Nev |
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| July 27, 2017 |
Exhibit 10.1 Final Form EXHIBIT A VOTING AGREEMENT This Voting Agreement (this “Agreement”) is made as of July [●], 2017 by and among (i) Origo Acquisition Corporation, a Cayman Islands business company (including any successor entity thereto, “OAC”), (ii) Hightimes Holding Corp., a Delaware corporation (the “Company”), and (iii) the undersigned shareholder (“Holder”) of the Company. Any capitaliz |
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| July 27, 2017 |
Exhibit 10.2 Final Form EXHIBIT C FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of [●], 2017, by [●] (“Owner”), in favor of and for the benefit of Origo Acquisition Corporation, a Cayman Islands company (including any successor entity thereto, “OAC”), and each of OAC’s present and fut |
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| July 27, 2017 |
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 27, 2017 (July 24, 2017) Origo Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-36757 20-3061907 (State or Other Jurisdiction (Co |
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| July 27, 2017 |
Exhibit 99.1 HIGHTIMES HOLDING CORP. SEEKS PUBLIC LISTING THROUGH BUSINESS COMBINATION WITH ORIGO ACQUISITION CORPORATION Transaction to provide public currency and financial flexibility to leverage High Times? brand recognition in the growing cannabis industry ? High Times is publisher of HIGH TIMES? magazine and a leading voice of the cannabis community since 1974. ? Multi-platform business mode |
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| July 27, 2017 |
425 1 s1069218k.htm 8-K 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 27, 2017 (July 24, 2017) Origo Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-36757 20-3061907 (State o |
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| July 27, 2017 |
EX-10.2 4 s106921ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Final Form EXHIBIT C FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of [●], 2017, by [●] (“Owner”), in favor of and for the benefit of Origo Acquisition Corporation, a Cayman Islands company (including any successor entity thereto, |
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| July 17, 2017 |
10-Q 1 s10678510q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2017 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file |
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| April 14, 2017 |
Origo Acquisition QUARTERLY REPORT (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2017 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36757 ORIGO ACQ |
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| March 22, 2017 |
CNLM / CB Pharma Acquisition Corp. / WOODLAND PARTNERS Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 (Amendment No. 1 )* Origo Acquisition Corporation (f/k/a CB Pharma Acquisition Corp.) (Name of Issuer) Ordinary Shares, par value $0.0001 (Title of Class of Secu |
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| March 13, 2017 |
EX-3.1 2 s105563ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Origo Acquisition Corporation (ROC #291201) (the "Company") TAKE NOTICE that at a Meeting of the Shareholders of the Company held on 10 March 2017, the following special resolution was passed: It is resolved as a special resolution THAT, provided the |
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| March 13, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2017 (March 10, 2017) Origo Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-36757 N/A (State or Other Jurisdiction |
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| February 27, 2017 |
DEF 14A 1 s105432def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| February 24, 2017 |
PRER14A 1 s105430prer14a.htm PRER14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule |
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| February 22, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2017 Origo Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-36757 N/A (State or Other Jurisdiction of Incorporati |
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| February 22, 2017 |
Origo Acquisition Corporation 708 Third Avenue New York, New York 10017 February 17, 2017 EX-10.1 2 s105417ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Origo Acquisition Corporation 708 Third Avenue New York, New York 10017 February 17, 2017 Aina Le’a, Inc. Suite 2617, 69-201 Waikoloa Beach Drive Waikoloa, Hawaii 96738 Ladies and Gentlemen: Effective as of the date hereof, Origo Acquisition Corporation (the “Company”) hereby terminates the Merger Agreement (the “Merger Agreement”), dated Decem |
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| February 22, 2017 |
Origo Acquisition Corporation 708 Third Avenue New York, New York 10017 February 22, 2017 Exhibit 10.2 Origo Acquisition Corporation 708 Third Avenue New York, New York 10017 February 22, 2017 Aina Le?a, Inc. Suite 2617, 69-201 Waikoloa Beach Drive Waikoloa, Hawaii 96738 Ladies and Gentlemen: We note Aina Le?a, Inc. (?Aina Le?a?) yesterday filed with the Securities and Exchange Commission its Current Report on Form 10-Q for the quarter ended December 31, 2016 (the ?10-Q?). We further n |
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| February 16, 2017 |
PRE 14A 1 s105378pre14a.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| February 14, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Origo Acquisition Corporation f/k/a CB Pharma Acquisition Corporation (Name of Issuer) Common Stock Ordinary shares, par value $0.0001 per share (Title of Class of Securities) G67789126 (CUSIP Number) December 30, 2016 (Date of Event which Requires Filin |
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| February 14, 2017 |
CNLM / CB Pharma Acquisition Corp. / Weiss Asset Management LP Passive Investment =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| February 9, 2017 |
SC 13G/A 1 p17-0306sc13ga.htm ORIGO ACQUISITION CORPORATION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Origo Acquisition Corporation (f/k/a CB Pharma Acquisition Corp.) (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G67789126 (CUSIP Number) December 31, 2016 (Dat |
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| January 17, 2017 |
EX-3.2 2 s105115ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman CB Pharma Acquisition Corp. (ROC #291201) (the "Company") TAKE NOTICE that at a general meeting of the shareholders of the Company dated 10 June 2016, the following special resolutions were passed: THAT, effective immediately, the Amended and Restate |
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| January 17, 2017 |
Origo Acquisition 10-K (Annual Report) 10-K 1 s10511510k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0 |
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| December 23, 2016 |
Exhibit 2.1 EXECUTION COPY CONFIDENTIAL MERGER AGREEMENT by and among ORIGO ACQUISITION CORPORATION, as OAC AINA LE?A, INC., as the Company AINA LE?A MERGER SUB, INC., as Merger Sub and JOSE ALDEANUEVA, in the capacity as the OAC Representative Dated as of December 19, 2016 TABLE OF CONTENTS Page I. MERGER 1 1.1. Merger 1 1.2. Effective Time 1 1.3. Effect of the Merger 2 1.4. Surviving Corporation |
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| December 23, 2016 |
EX-10.1 3 s105023ex10-1.htm EXHIBIT 10-1 Exhibit 10.1 Origo Acquisition Corporation 708 Third Avenue New York, New York 10017 December 19, 2016 Aina Le’a, Inc. Suite 2617, 69-201 Waikoloa Beach Drive Waikoloa, HI 96738 Attn: Robert J. Wessels, Chief Executive Officer Telephone No: (808) 886-1702 Email: [email protected] Re: Sponsor Group Forfeiture Dear Mr. Wessels: Reference is hereby made to that |
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| December 23, 2016 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2016 Origo Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-36757 N/A (State or Other Jurisdiction of Incorporati |
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| December 23, 2016 |
Origo Acquisition FORM 8-K (Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2016 Origo Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-36757 N/A (State or Other Jurisdiction of Incorporati |
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| December 23, 2016 |
EX-2.1 2 s105023ex2-1.htm EXHIBIT 2-1 Exhibit 2.1 EXECUTION COPY CONFIDENTIAL MERGER AGREEMENT by and among ORIGO ACQUISITION CORPORATION, as OAC AINA LE’A, INC., as the Company AINA LE’A MERGER SUB, INC., as Merger Sub and JOSE ALDEANUEVA, in the capacity as the OAC Representative Dated as of December 19, 2016 TABLE OF CONTENTS Page I. MERGER 1 1.1. Merger 1 1.2. Effective Time 1 1.3. Effect of t |
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| December 23, 2016 |
Origo Acquisition Corporation 708 Third Avenue New York, New York 10017 December 19, 2016 Exhibit 10.1 Origo Acquisition Corporation 708 Third Avenue New York, New York 10017 December 19, 2016 Aina Le?a, Inc. Suite 2617, 69-201 Waikoloa Beach Drive Waikoloa, HI 96738 Attn: Robert J. Wessels, Chief Executive Officer Telephone No: (808) 886-1702 Email: [email protected] Re: Sponsor Group Forfeiture Dear Mr. Wessels: Reference is hereby made to that certain Merger Agreement, dated as of the |
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| December 22, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2016 (December 16, 2016) Origo Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-36757 N/A (State or Other Jurisdi |
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| December 22, 2016 |
EX-3.1 2 s105017ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman ORIGO ACQUISITION CORPORATION (ROC #291201) (THE "COMPANY") TAKE NOTICE that at a general meeting of the shareholders of the Company held on 12 December 2016, the following resolution was passed: THAT, effective upon and conditional upon receipt by t |
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| December 19, 2016 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2016 Origo Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-36757 N/A (State or Other Jurisdiction of Incorporati |
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| December 19, 2016 |
ORIGO ACQUISITION CORPORATION AND AINA LE’A, INC. AGREE TO BUSINESS COMBINATION EX-99.1 2 s104989ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 ORIGO ACQUISITION CORPORATION AND AINA LE’A, INC. AGREE TO BUSINESS COMBINATION New York, December 19, 2016 - Origo Acquisition Corporation (NASDAQ: OACQ; OACQW; OACQU; OACQR) (“Origo”) today announced that it has entered into a Merger Agreement (“Merger Agreement”) with Aina L’ea, Inc. (“Aina Le’a”), a residential and commercial real estate de |
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| December 19, 2016 |
Origo Acquisition 8-K (Prospectus) 425 1 s1049898k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2016 Origo Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-36757 N/A (State or Other Jur |
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| December 19, 2016 |
ORIGO ACQUISITION CORPORATION AND AINA LE’A, INC. AGREE TO BUSINESS COMBINATION EX-99.1 2 s104989ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 ORIGO ACQUISITION CORPORATION AND AINA LE’A, INC. AGREE TO BUSINESS COMBINATION New York, December 19, 2016 - Origo Acquisition Corporation (NASDAQ: OACQ; OACQW; OACQU; OACQR) (“Origo”) today announced that it has entered into a Merger Agreement (“Merger Agreement”) with Aina L’ea, Inc. (“Aina Le’a”), a residential and commercial real estate de |
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| December 12, 2016 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2016 (December 12, 2016) Origo Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-36757 N/A (State or Other Jurisdi |
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| November 30, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| November 4, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| October 14, 2016 |
Origo Acquisition 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2016 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36757 ORIGO ACQUI |
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| July 15, 2016 |
OACQ / Origo Acquisition Corporation 10-Q - Quarterly Report - FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36757 ORIGO ACQUISIT |
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| June 16, 2016 |
OACQ / Origo Acquisition Corporation / Pudles Stephen - SC 13D Activist Investment SC 13D 1 s103494sc13d.htm SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Origo Acquisition Corporation (Name of Issuer) Ordinary Shares (Title of Class of Securities) G67789 126 (CUSIP Number) Stephen B. Pudles c/o Graubard Mi |
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| June 16, 2016 |
OACQ / Origo Acquisition Corporation / Fred Edward J - SC 13D Activist Investment SC 13D 1 s103493sc13d.htm SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Origo Acquisition Corporation (Name of Issuer) Ordinary Shares (Title of Class of Securities) G67789 126 (CUSIP Number) Edward J. Fred c/o Graubard Mille |
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| June 13, 2016 |
Origo Acquisition 8-K (Current Report/Significant Event) 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): June 10, 2016 ORIGO ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-36757 N/A (State or Other Jurisdiction of Incorporation) (Commission |
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| June 13, 2016 |
EX-99.1 2 s103457ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE CB PHARMA ACQUISITION CORP. ANNOUNCES APPROVAL OF PROPOSALS TO EXTEND TIME TO COMPLETE INITIAL BUSINESS COMBINATION -Company now named “Origo Acquisition Corporation” -Company now has until December 12, 2016 to complete initial business combination NEW YORK, NY, June 10, 2016 – CB Pharma Acquisition Corp. (“CB Pharma”) (NA |
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| June 10, 2016 |
CNLM / CB Pharma Acquisition Corp. / WOODLAND PARTNERS Passive Investment SC 13G 1 c85261sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 (Amendment No. )* CB Pharma Acquisition Corp. (Name of Issuer) Ordinary Shares, par value $0.0001 (Title of Class of Securities) G2029P1 |
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| May 31, 2016 |
DEF 14A 1 s103380def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| May 31, 2016 |
DEFA14A 1 s103369defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule |
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| May 31, 2016 |
PRER14A 1 s103318prer14a.htm PRER14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule |
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| May 31, 2016 |
CORRESP 1 filename1.htm CB PHARMA ACQUISITION CORP. 2 GANSEVOORT ST., 9TH FLOOR NEW YORK, NY 10014 May 31, 2016 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Mail Stop 3561 Washington, DC 20549 Attention: Russell Mancuso, Branch Chief Re: CB Pharma Acquisition Corp. Schedule 14A (“Proxy Statement”) File No. 001-36757 Dear Mr. Mancuso: CB Pharma Acquisition Corp. (the “Company”) h |
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| May 31, 2016 |
CORRESP 1 filename1.htm Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800 facsimile direct dial number (212) 818-8881 (212) 818-8638 email address [email protected] May 31, 2016 Mr. Russell Mancuso Branch Chief Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: CB Pharma Acquisition Corp. Preliminary Proxy Statemen |
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| May 24, 2016 |
Financial Statements and Exhibits, Other Events 8-K 1 s1033268k.htm FORM 8-K 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): May 24, 2016 CB PHARMA ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-36757 N/A (State or Other Jurisdiction (Com |
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| May 24, 2016 |
CB PHARMA ACQUISITION CORP. ANNOUNCES RECORD DATE FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS Exhibit 99.1 FOR IMMEDIATE RELEASE CB PHARMA ACQUISITION CORP. ANNOUNCES RECORD DATE FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS NEW YORK, NY, May 24, 2016 – CB Pharma Acquisition Corp. (“CB Pharma”) (NASDAQ: CNLM; CNLMU; CNLMR; CNLMW) announced today that holders of record of CB Pharma’s ordinary shares at the close of business on May 25, 2016 (the “Record Date”) will be invited to attend C |
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| May 23, 2016 |
EX-10.1 2 s103305ex10-1.htm EXHIBIT 10-1 Exhibit 10.1 AGREEMENT THIS AGREEMENT (this “Agreement”) is dated as of May 20, 2016 by and among Fortress Biotech, Inc. (“Fortress”), Adam J. Chill (“Chill”), Arthur A. Kornbluth (“Kornbluth”), Neil Herskowitz (“Herskowitz”), EJF Opportunities, LLC (“EJF”), Stephen B. Pudles (“Pudles”), Jose M. Aldeanueva (“Aldeanueva”), Jeffrey J. Gutovich Profit Sharing |
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| May 23, 2016 |
EX-10.5 6 s103305ex10-5.htm EXHIBIT 10-5 Exhibit 10.5 May 20, 2016 CB Pharma Acquisition Corp. 3 Columbus Circle, 15th Floor New York, New York 10019 EarlyBirdCapital, Inc. 366 Madison Avenue, 8th Floor New York, New York 10017 Gentlemen: Based on the contemporaneous due execution and delivery of (i) the Agreement dated as of even date herewith among certain Sellers (as specified therein), EJF Opp |
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| May 23, 2016 |
EX-10.6 7 s103305ex10-6.htm EXHIBIT 10-6 Exhibit 10.6 May 20, 2016 CB Pharma Acquisition Corp. 3 Columbus Circle, 15th Floor New York, New York 10019 EarlyBirdCapital, Inc. 366 Madison Avenue, 8th Floor New York, New York 10017 Gentlemen: Based on the contemporaneous due execution and delivery of (i) the Agreement dated as of even date herewith among certain Sellers (as specified therein), EJF Opp |
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| May 23, 2016 |
EX-10.2 3 s103305ex10-2.htm EXHIBIT 10-2 Exhibit 10.2 May 20, 2016 Continental Stock Transfer & Trust Company 17 Battery Place New York, NY 10004 Attn: Steven Nelson Re: Transfer of Ordinary Shares of CB Pharma Acquisition Corp. Dear Mr. Nelson: Pursuant to that certain Share Escrow Agreement (the “Escrow Agreement”) dated December 12, 2014 by and among CB Pharma Acquisition Corp. (the “Company”), |
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| May 23, 2016 |
EX-10.7 8 s103305ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 TERMINATION Reference is made to the letter agreement, dated as of December 12, 2014 (the “Agreement”), between CB Pharma Acquisition Corp. (the “Company”) and Fortress Biotech, Inc. (formerly Coronado Biosciences, Inc.) (the “Admin Provider”). The parties hereby agree that the Agreement is terminated effective as of the date hereof and that th |
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| May 23, 2016 |
EX-10.3 4 s103305ex10-3.htm EXHIBIT 10-3 Exhibit 10.3 CB Pharma Acquisition Corp. 3 Columbus Circle, 15th Floor New York, New York 10019 Attention: Lindsay A. Rosenwald EJF Opportunities, LLC Stephen B. Pudles Jose M. Aldeanueva Jeffrey J. Gutovich Profit Sharing Plan Barry Rodgers Dear Sirs: Pursuant to that certain Registration Rights Agreement (the “RRA”), dated as of December 12, 2014, by and |
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| May 23, 2016 |
EX-10.4 5 s103305ex10-4.htm EXHIBIT 10-4 Exhibit 10.4 May 20, 2016 CB Pharma Acquisition Corp. 3 Columbus Circle, 15th Floor New York, New York 10019 Gentlemen: As a condition to the consummation of the transactions contemplated by that certain agreement (the “Transfer Agreement”), dated the date hereof, by and among the undersigned, CB Pharma Acquisition Corp. (the “Company”), Fortress Biotech, I |
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| May 23, 2016 |
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): May 20, 2016 CB PHARMA ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-36757 N/A (State or Other Jurisdiction (Commission (IRS Employer of Inco |
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| May 20, 2016 |
PRE 14A 1 s103304pre14a.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| April 14, 2016 |
CB Pharma Acquisition FORM 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 29, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36757 CB PHARMA |
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| March 21, 2016 |
8-K 1 s1028458k.htm FORM 8-K 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): March 16, 2016 CB PHARMA ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-36757 N/A (State or Other Jurisdiction (C |
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| February 29, 2016 |
CB Pharma Acquisition FORM 10-K (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2015 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36757 CB PHARMA ACQUISIT |
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| February 16, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 CB PHARMA ACQUISITION CORP. (Name of Issuer) Ordinary Shares, par value $0.0001 (Title of Class of Securities) G2029P126 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi |
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| February 4, 2016 |
8-K 1 s1025978k.htm 8-K 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): February 3, 2016 CB PHARMA ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-36757 N/A (State or Other Jurisdiction (Comm |
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| December 18, 2015 |
CNLM / CB Pharma Acquisition Corp. / Weiss Asset Management LP - SC 13G Passive Investment SC 13G 1 d240572dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CB Pharma Acquisition Corp. (Name of Issuer) Ordinary Shares (Title of Class of Securities) G2029P126 (CUSIP Number) December 16, 2015 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to d |
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| November 25, 2015 |
EX-99.1 2 s102268ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CB Pharma Acquisition Corp. (CB) Announces Non-Binding Offer to Acquire National Holdings Corporation (NHLD) $3.25 Per Share All-Cash Offer Represents a Significant Premium for NHLD Shareholders For interested NHLD shareholders, $3.50 Per Share in Stock of CB Acquisition Corp., for up to 50% of NHLD shares - New York, NY - November 25, 2015 – C |
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| November 25, 2015 |
Origo Acquisition 8-K (Prospectus) 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): November 25, 2015 CB PHARMA ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-36757 N/A (State or Other Jurisdiction of Incorporation) (Commissio |
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| November 25, 2015 |
Exhibit 99.1 CB Pharma Acquisition Corp. (CB) Announces Non-Binding Offer to Acquire National Holdings Corporation (NHLD) $3.25 Per Share All-Cash Offer Represents a Significant Premium for NHLD Shareholders For interested NHLD shareholders, $3.50 Per Share in Stock of CB Acquisition Corp., for up to 50% of NHLD shares - New York, NY - November 25, 2015 ? CB Pharma Acquisition Corp. (NASDAQ: CNLM) |
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| November 25, 2015 |
Financial Statements and Exhibits, Other Events 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): November 25, 2015 CB PHARMA ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-36757 N/A (State or Other Jurisdiction of Incorporation) (Commissio |
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| October 14, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2015 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36757 CB PHARMA A |
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| October 9, 2015 |
8-K 1 s1019908k.htm 8-K 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): October 9, 2015 CB PHARMA ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-36757 N/A (State or Other Jurisdiction (Commi |
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| July 15, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2015 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36757 CB PHARMA ACQU |
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| April 14, 2015 |
10-Q 1 s10096210q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended February 28, 2015 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00 |
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| March 23, 2015 |
8-K 1 s1008958k.htm 8-K 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): March 19, 2015 CB PHARMA ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-36757 N/A (State or Other Jurisdiction (Commis |
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| February 27, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2014 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36757 CB PHARMA ACQUISIT |
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| January 6, 2015 |
Other Events, Financial Statements and Exhibits 8-K 1 s1006178k.htm FORM 8-K 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 5, 2015 CB PHARMA ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-36757 N/A (State or Other Jurisdiction ( |
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| January 6, 2015 |
CB PHARMA ACQUISITION CORP. SECURITIES TO COMMENCE SEPARATE TRADING EX-99.1 2 s100617ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CB PHARMA ACQUISITION CORP. SECURITIES TO COMMENCE SEPARATE TRADING BURLINGTON, MA, January 6, 2015 -CB Pharma Acquisition Corp. (Nasdaq: CNLMU) ("CB Pharma" or the "Company"), a Cayman Islands exempted company formed as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapital |
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| January 5, 2015 |
OACQ / Origo Acquisition Corporation / ROSENWALD LINDSAY A MD - SC 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) CB Pharma Acquisition Corp. (Name of Issuer) Ordinary Shares (Title of Class of Securities) G2029P 126 (CUSIP Number) Lindsay A. Rosenwald, M.D. 24 New England Executive Park, Suite 105 |
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| December 29, 2014 |
Other Events, Financial Statements and Exhibits 8-K 1 s1005908k.htm 8-K 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): December 24, 2014 CB PHARMA ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-36757 N/A (State or Other Jurisdiction (Com |
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| December 29, 2014 |
EX-99.1 2 s100590ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CB Pharma Acquisition Corp. Announces Exercise of Portion of Over-Allotment Option in Conjunction with Its IPO BURLINGTON, MA, December 29, 2014 -CB Pharma Acquisition Corp. (Nasdaq: CNLMU) ("CB Pharma" or the "Company"), a Cayman Islands exempted company formed as a blank check company for the purpose of entering into a merger, share exchange, |
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| December 23, 2014 |
Other Events, Financial Statements and Exhibits 8-K 1 s1005848k.htm 8-K 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): December 17, 2014 CB PHARMA ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Cayman Islands 6770 N/A (State or Other Jurisdiction of Incorp |
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| December 23, 2014 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* CB Pharma Acquisition Corp. (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G2029P100** (CUSIP Number) December 12, 2014 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule |
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| December 23, 2014 |
CB Pharma Acquisition Corp. INDEX TO FINANCIAL STATEMENTS EX-99.1 2 s100584ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CB Pharma Acquisition Corp. INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm 2 Balance Sheet 3 Notes to Balance Sheet 4 - 9 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Audit Committee of the Board of Directors and Shareholders of CB Pharma Acquisition Corp. We have audited the accompanyi |
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| December 22, 2014 |
Polar Securities Inc.: Schedule 13G - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* CB Pharma Acquisition Corp. (Name of Issuer) Ordinary Shares, par value $0.0001 (Title of Class of Securities) G2029P100 (CUSIP Number) December 12, 2014 (Date of Event which Requires Filing o |
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| December 18, 2014 |
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): December 12, 2014 CB PHARMA ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-36757 N/A (State or Other Jurisdiction (Commission (IRS Employer of |
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| December 18, 2014 |
CB Pharma Acquisition Corp. Announces Pricing of Initial Public Offering Exhibit 99.1 CB Pharma Acquisition Corp. Announces Pricing of Initial Public Offering BURLINGTON, MA — December 15, 2014—CB Pharma Acquisition Corp. (NASDAQ: CNLMU) (“CB Pharma” or the “Company”), a Cayman Islands exempted company formed as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or simila |
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| December 18, 2014 |
CB Pharma Acquisition Corp. Announces Closing of Initial Public Offering EX-99.2 3 s100562ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 CB Pharma Acquisition Corp. Announces Closing of Initial Public Offering BURLINGTON, MA, December 18, 2014 - CB Pharma Acquisition Corp. (CNLMU) ("CB Pharma" or the "Company"), a Cayman Islands exempted company formed as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapital |
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| December 12, 2014 |
$40,000,000 CB Pharma Acquisition Corp. 4,000,000 Units 424B1 1 s100559424b1.htm 424B1 Filed Pursuant to Rule 424(b)(1) Registration No. 333-199558 $40,000,000 CB Pharma Acquisition Corp. 4,000,000 Units CB Pharma Acquisition Corp. is a Cayman Islands exempted company incorporated as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business co |
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| December 11, 2014 |
Exhibit 3.1 THE COMPANIES LAW (2013 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CB PHARMA ACQUISITION CORP. (AS ADOPTED BY SPECIAL RESOLUTION PASSED ON [ ]) THE COMPANIES LAW (2013 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF CB PHARMA ACQUISITION CORP. (AS AD |
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| December 11, 2014 |
Exhibit 4.6 WARRANT AGREEMENT Agreement made as of , 2014 between CB Pharma Acquisition Corp., a Cayman Islands Company, with offices at 24 New England Executive Park, Suite 105, Burlington, Massachusetts 01803 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”). WHEREAS, the Company has r |
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| December 11, 2014 |
OACQ / Origo Acquisition Corporation S-1/A - - S-1/A S-1/A 1 s100558s1a.htm S-1/A As filed with the U.S. Securities and Exchange Commission on December 11, 2014 Registration No. 333-199558 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CB PHARMA ACQUISITION CORP. (Exact name of registrant as specified in its constitutional documents) Cayman I |
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| December 11, 2014 |
OACQ / Origo Acquisition Corporation CORRESP - - CORRESP 1 filename1.htm CB Pharma Acquisition Corp. 24 New England Executive Park, Suite 105 Burlington, MA 01803 (781) 652-4500 December 11, 2014 VIA EDGAR Mr. Russell Mancuso Branch Chief Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: CB Pharma Acquisition Corp. (the “Company”) Registration Statement on Form S-1 File No. 333-199558 ( the "Registration Statement" |
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| December 11, 2014 |
OACQ / Origo Acquisition Corporation CORRESP - - CORRESP 6 filename6.htm Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800 facsimile direct dial number (212) 818-8881 (212) 818-8638 email address [email protected] December 11, 2014 Mr. Russell Mancuso Branch Chief Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: CB Pharma Acquisition Corp. Amendment No. 4 to Re |
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| December 9, 2014 |
OACQ / Origo Acquisition Corporation S-1/A - - FORM S-1/A S-1/A 1 s100554s1a.htm FORM S-1/A As filed with the U.S. Securities and Exchange Commission on December 9, 2014 Registration No. 333-199558 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CB PHARMA ACQUISITION CORP. (Exact name of registrant as specified in its constitutional documents) Caym |
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| December 9, 2014 |
EX-1.1 2 s100554ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 4,000,000 Units CB Pharma Acquisition Corp. UNDERWRITING AGREEMENT New York, New York [ ], 2014 EarlyBirdCapital, Inc. 366 Madison Avenue, 8th Floor New York, New York 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: CB Pharma Acquisition Corp., a Cayman Islands exempted company with limited liability (th |
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| December 9, 2014 |
EX-10.8 6 s100554ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 CB Pharma Acquisition Corp. 24 New England Executive Park, Suite 105 Burlington, Massachusetts 01803 Gentlemen: CB Pharma Acquisition Corp. (“Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as |
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| December 9, 2014 |
EX-4.6 3 s100554ex4-6.htm EXHIBIT 4.6 Exhibit 4.6 WARRANT AGREEMENT Agreement made as of , 2014 between CB Pharma Acquisition Corp., a Cayman Islands Company, with offices at 24 New England Executive Park, Suite 105, Burlington, Massachusetts 01803 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warra |
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| December 9, 2014 |
OACQ / Origo Acquisition Corporation CORRESP - - CORRESP 8 filename8.htm Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800 facsimile direct dial number (212) 818-8881 (212) 818-8638 email address [email protected] December 9, 2014 Mr. Russell Mancuso Branch Chief Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: CB Pharma Acquisition Corp. Amendment No. 3 to Reg |
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| December 9, 2014 |
EX-10.7 5 s100554ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 CB Pharma Acquisition Corp. 24 New England Executive Park, Suite 105 Burlington, Massachusetts 01803 Gentlemen: CB Pharma Acquisition Corp. (“Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as |
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| November 26, 2014 |
EX-4.1 4 s100510ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CB PHARMA ACQUISITION CORP. CUSIP UNITS CONSISTING OF ONE ORDINARY SHARE, ONE RIGHT AND ONE WARRANT THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) ordinary share, par value $.0001 per share, of CB Pharma Acquisition Corp., a Cayman Islands company (the “Company”) |
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| November 26, 2014 |
EX-10.8 10 s100510ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 CB Pharma Acquisition Corp. 24 New England Executive Park, Suite 105 Burlington, Massachusetts 01803 Gentlemen: CB Pharma Acquisition Corp. (“Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as |
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| November 26, 2014 |
Exhibit 4.6 WARRANT AGREEMENT Agreement made as of , 2014 between CB Pharma Acquisition Corp., a Cayman Islands Company, with offices at 24 New England Executive Park, Suite 105, Burlington, Massachusetts 01803 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”). WHEREAS, the Company has r |
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| November 26, 2014 |
EX-3.1 3 s100510ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 THE COMPANIES LAW (2013 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CB PHARMA ACQUISITION CORP. (AS ADOPTED BY SPECIAL RESOLUTION PASSED ON [ ]) THE COMPANIES LAW (2013 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION |
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| November 26, 2014 |
Exhibit 10.7 CB Pharma Acquisition Corp. 24 New England Executive Park, Suite 105 Burlington, Massachusetts 01803 Gentlemen: CB Pharma Acquisition Corp. (“Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection |
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| November 26, 2014 |
EX-4.7 6 s100510ex4-7.htm EXHIBIT 4.7 Exhibit 4.7 THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD OF ONE YEAR FOLLOWING THE |
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| November 26, 2014 |
4,000,000 Units CB Pharma Acquisition Corp. UNDERWRITING AGREEMENT Exhibit 1.1 4,000,000 Units CB Pharma Acquisition Corp. UNDERWRITING AGREEMENT New York, New York [ ], 2014 EarlyBirdCapital, Inc. 275 Madison Avenue, Suite 2701 New York, New York 10016 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: CB Pharma Acquisition Corp., a Cayman Islands exempted company with limited liability (the “Company”), hereby confirms its agr |
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| November 26, 2014 |
OACQ / Origo Acquisition Corporation S-1/A - - S-1/A S-1/A 1 s100510s1a.htm S-1/A As filed with the U.S. Securities and Exchange Commission on November 26, 2014 Registration No. 333-199558 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CB PHARMA ACQUISITION CORP. (Exact name of registrant as specified in its constitutional documents) Cayman I |
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| November 26, 2014 |
OACQ / Origo Acquisition Corporation CORRESP - - Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800 facsimile direct dial number (212) 818-8881 (212) 818-8638 email address [email protected] November 26, 2014 Mr. Russell Mancuso Branch Chief Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: CB Pharma Acquisition Corp. Amendments No. 1 and 2 to Registration Statem |
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| November 19, 2014 |
OACQ / Origo Acquisition Corporation 8-A12B - - 8-A12B U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CB PHARMA ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 24 New England Executive |
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| November 19, 2014 |
Exhibit 1.2 EARLYBIRDCAPITAL, INC. 275 Madison Avenue New York, New York 10016 , 2014 CB Pharma Acquisition Corp. 24 New England Executive Park Suite 105 Burlington, MA 01803 Attn: Lindsay A. Rosenwald, M.D. Ladies and Gentlemen: This is to confirm our agreement whereby CB Pharma Acquisition Corp., a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) |
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| November 19, 2014 |
EX-3.1 4 s100495ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 THE COMPANIES LAW (2013 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CB PHARMA ACQUISITION CORP. (AS ADOPTED BY SPECIAL RESOLUTION PASSED ON [ ]) THE COMPANIES LAW (2013 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION |
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| November 19, 2014 |
4,000,000 Units CB Pharma Acquisition Corp. UNDERWRITING AGREEMENT Exhibit 1.1 4,000,000 Units CB Pharma Acquisition Corp. UNDERWRITING AGREEMENT New York, New York [ ], 2014 EarlyBirdCapital, Inc. 275 Madison Avenue, Suite 2701 New York, New York 10016 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: CB Pharma Acquisition Corp., a Cayman Islands exempted company with limited liability (the “Company”), hereby confirms its agr |
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| November 19, 2014 |
UNIT PURCHASE OPTION FOR THE PURCHASE OF 400,000 UNITS CB PHARMA ACQUISITION CORP. EX-4.7 5 s100495ex4-7.htm EXHIBIT 4.7 Exhibit 4.7 THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD OF ONE YEAR FOLLOWING THE |
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| November 19, 2014 |
OACQ / Origo Acquisition Corporation S-1/A - - S-1/A As filed with the U.S. Securities and Exchange Commission on November 19, 2014 Registration No. 333-199558 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CB PHARMA ACQUISITION CORP. (Exact name of registrant as specified in its constitutional documents) Cayman Islands 6770 N/A (State or oth |
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| November 12, 2014 |
Exhibit 10.8 CB Pharma Acquisition Corp. 24 New England Executive Park, Suite 105 Burlington, Massachusetts 01803 Gentlemen: CB Pharma Acquisition Corp. (“Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection |
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| November 12, 2014 |
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the , 2014, by and among CB Pharma Acquisition Corp. |
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| November 12, 2014 |
INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of , 2014 by and between CB Pharma Acquisition Corp. |
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| November 12, 2014 |
EX-4.6 7 s100441ex4-6.htm EXHIBIT 4.6 WARRANT AGREEMENT Agreement made as of , 2014 between CB Pharma Acquisition Corp., a Cayman Islands Company, with offices at 24 New England Executive Park, Suite 105, Burlington, Massachusetts 01803 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”). |
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| November 12, 2014 |
CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF CB PHARMA ACQUISITION CORP. Exhibit 99.3 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF CB PHARMA ACQUISITION CORP. I. PURPOSES The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of CB Pharma Acquisition Corp. (the “Company”) for the purposes of, among other things, (a) discharging the Board’s responsibilities relating to the compensation of the Company’s chi |
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| November 12, 2014 |
Exhibit 10.3 SHARE ESCROW AGREEMENT SHARE ESCROW AGREEMENT, dated as of , 2014 (“Agreement”), by and among CB PHARMA ACQUISITION CORP., a Cayman Islands Company (“Company”), Coronado Biosciences, Inc., ADAM J. CHILL, ARTHUR A. KORNBLUTH and NEIL HERSKOWITZ (collectively “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”). WHEREAS, the Com |
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| November 12, 2014 |
Exhibit 4.3 NUMBER RIGHTS R CB PHARMA ACQUISITION CORP. A CAYMAN ISLANDS COMPANY RIGHT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP THIS CERTIFIES THAT, for value received is the registered holder of a right or rights (the “Right”) to receive one-tenth of one ordinary share, par value $.0001 per share (“Ordinary Share”), of CB Pharma Acquisition Corp. (the “Company”) for each Right evidenced by this |
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| November 12, 2014 |
Exhibit 10.7 CB Pharma Acquisition Corp. 24 New England Executive Park, Suite 105 Burlington, Massachusetts 01803 Gentlemen: CB Pharma Acquisition Corp. (“Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection |
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| November 12, 2014 |
OACQ / Origo Acquisition Corporation S-1/A - - S-1/A As filed with the U.S. Securities and Exchange Commission on November 12, 2014 Registration No. 333-199558 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CB PHARMA ACQUISITION CORP. (Exact name of registrant as specified in its constitutional documents) Cayman Islands 6770 N/A (State or oth |
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| November 12, 2014 |
NOMINATING COMMITTEE CHARTER CB PHARMA ACQUISITION CORP. Exhibit 99.2 Adopted: , 2014 NOMINATING COMMITTEE CHARTER OF CB PHARMA ACQUISITION CORP. The responsibilities and powers of the Nominating Committee (the “Nominating Committee”) of the Board of Directors (the “Board”) of CB Pharma Acquisition Corp. (the “Company”), as delegated by the Board, are set forth in this charter. Whenever the Nominating Committee takes an action, it shall exercise its ind |
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| November 12, 2014 |
, 2014 CB Pharma Acquisition Corp. 24 New England Executive Park, Suite 105 Burlington, Massachusetts 01803 EarlyBirdCapital, Inc. 275 Madison Avenue, 27th Floor New York, New York 10016 Re: Initial Public Offering Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between CB Pharma Acquisition Corp., a |
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| November 12, 2014 |
EX-4.5 6 s100441ex4-5.htm EXHIBIT 4.5 RIGHTS AGREEMENT Agreement made as of , 2014 between CB Pharma Acquisition Corp., a Cayman Islands Company, with offices at 24 New England Executive Park, Suite 105, Burlington, Massachusetts 01803 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Right Agent”). WHE |
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| November 12, 2014 |
EX-10.4 11 s100441ex10-4.htm EXHIBIT 10.4 CB Pharma Acquisition Corp. 24 New England Executive Park, Suite 105 Burlington, Massachusetts 01803 , 2014 Coronado Biosciences, Inc. 24 New England Executive Park, Suite 105 Burlington, Massachusetts 01803 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration stateme |
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| November 12, 2014 |
OACQ / Origo Acquisition Corporation CORRESP - - Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800 facsimile direct dial number (212) 818-8881 (212) 818-8638 email address [email protected] November 12, 2014 Mr. Russell Mancuso Branch Chief Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: CB Pharma Acquisition Corp. Registration Statement on Form S-1 Filed Octo |
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| November 12, 2014 |
UNITS CONSISTING OF ONE ORDINARY SHARE, ONE RIGHT AND ONE WARRANT Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CB PHARMA ACQUISITION CORP. CUSIP UNITS CONSISTING OF ONE ORDINARY SHARE, ONE RIGHT AND ONE WARRANT THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) ordinary share, par value $.0001 per share, of CB Pharma Acquisition Corp., a Cayman Islands company (the “Company”), one (1) right (“Right”) and one (1) |
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| November 12, 2014 |
EX-4.2 3 s100441ex4-2.htm EX-4.2 Exhibit 4.2 NUMBER SHARES S CB PHARMA ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP is the owner of FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF THE PAR VALUE OF $.0001 EACH OF CB PHARMA ACQUISITION CORP. transferable on the books of the Company in person or by d |
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| November 12, 2014 |
AUDIT COMMITTEE CHARTER CB PHARMA ACQUISITION CORP. EX-99.1 17 s100441ex99-1.htm EX-99.1 Exhibit 99.1 Adopted: , 2014 AUDIT COMMITTEE CHARTER OF CB PHARMA ACQUISITION CORP. Purpose The purposes of the Audit Committee (the “Audit Committee”) of the Board of Directors (“Board”) of CB Pharma Acquisition Corp. (“Company”) are to assist the Board in monitoring (1) the integrity of the annual, quarterly and other financial statements of the Company, (2) |
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| November 12, 2014 |
CB PHARMA ACQUISITION CORP. CODE OF ETHICS EX-14 15 s100441ex14.htm EX-14 Exhibit 14 CB PHARMA ACQUISITION CORP. CODE OF ETHICS 1. Introduction The Board of Directors of CB Pharma Acquisition Corp. has adopted this code of ethics (the “Code”), which is applicable to all directors, officers and employees, to: · promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and |
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| November 12, 2014 |
EX-4.4 5 s100441ex4-4.htm EX-4.4 Exhibit 4.4 NUMBER -W (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) WARRANTS CB PHARMA ACQUISITION CORP. CUSIP WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a warrant or warrants (the “Warrant”), expiring at 5:00 p.m., New York City time, on the five year anniversa |
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| October 23, 2014 |
OACQ / Origo Acquisition Corporation S-1 - Registration Statement - FORM S-1 As filed with the U.S. Securities and Exchange Commission on October 23, 2014 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CB PHARMA ACQUISITION CORP. (Exact name of registrant as specified in its constitutional documents) Cayman Islands 6770 N/A (State or other jurisdiction of incorpo |
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| October 23, 2014 |
EX-10.5 2 s100388ex10-5.htm EXHIBIT 10.5 PROMISSORY NOTE $200,000.00 As of September 9, 2014 CB Pharma Acquisition Corp. (“Maker”) promises to pay to the order of Coronado Biosciences, Inc. (“Payee”) the principal sum of Two Hundred Thousand Dollars and No Cents ($200,000.00) in lawful money of the United States of America, on the terms and conditions described below. This Note supersedes and repl |
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| October 23, 2014 |
OACQ / Origo Acquisition Corporation CORRESP - - Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800 facsimile direct dial number (212) 818-8881 (212) 818-8638 email address [email protected] October 23, 2014 Mr. Russell Mancuso Branch Chief Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: CB Pharma Acquisition Corp. Draft Registration Statement on Form S-1 Submi |
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| September 19, 2014 |
EX-10.5 2 filename2.htm Exhibit 10.5 PROMISSORY NOTE $200,000.00 As of September 9, 2014 CB Pharma Acquisition Corp. (“Maker”) promises to pay to the order of Coronado Biosciences, Inc. (“Payee”) the principal sum of Two Hundred Thousand Dollars and No Cents ($200,000.00) in lawful money of the United States of America, on the terms and conditions described below. This Note supersedes and replaces |
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| September 19, 2014 |
OACQ / Origo Acquisition Corporation DRS - - This is a confidential draft submission to the U.S. Securities and Exchange Commission on September 19, 2014 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CB PHARMA ACQUISITION CORP. (Exact name of registrant as specif |
