As previously disclosed, on July 28, 2021, Limelight Networks, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Moov Corporation, a California corporation (“Moov”), Mojo Merger Sub I, Inc., a California corporation and a wholly-owned subsidiary of the Company (“Merger Sub I”), Mojo Merger Sub II, LLC, a California limited liability company and a wholly-owned subsidiary of the Company (“Merger Sub II”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the representative of the Moov securityholders.
This transaction was accomplished by the merger of Merger Sub I into Moov, with Moov surviving and becoming a wholly-owned subsidiary of the Company (the “First Merger”) and immediately following the First Merger, the merger of Moov into Merger Sub II with Merger Sub II surviving as a wholly-owned subsidiary of the Company (the "Merger").
On September 16, 2021, the Company announced the closing of the transaction (the “Closing”), whereby all outstanding shares of Moov capital stock, options to purchase Moov capital stock, warrants to purchase Moov capital stock, convertible securities and other outstanding equity interests were cancelled in exchange for aggregate consideration of approximately $55,000,000, subject to customary adjustments for transactions of this nature, resulting in the aggregate cash amount of $35,000,000 and 7,566,805 shares of common stock of the Company, par value $0.001 per share (the “Common Stock”) (the “Stock Consideration”); provided, that (a) shares of Moov capital stock held by unaccredited stockholders, and vested options to purchase Moov capital stock received cash in lieu of the Stock Consideration, (b) in-the-money unvested options to purchase Moov capital stock held by employees of the Company who remain or become employees of the Company or any of its subsidiaries following the Closing were assumed by the Company or substituted with a corresponding unvested stock option of the Company to purchase shares of Common Stock, and (c) all out-of-the money unvested options to purchase Company capital stock were cancelled for no consideration.
In addition, an incentive equity pool was established in the amount of $30,000,000 that will be granted to Company employees in accordance with the terms of the Merger Agreement.
The Company issued the shares of Common Stock described herein in reliance upon the exemptions from registration afforded by Section 4(a)(2) and Rule 506 promulgated under the Securities Act of 1933, as amended.
The foregoing summary of the Merger Agreement and the transactions contemplated thereby do not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which will be filed as an exhibit to be filed following the Closing, on Limelight’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2021.