M&A - Weave Communications, Inc.

Form Type: 8-K

Filing Date: 2025-05-05

Corporate Action: Merger

Type: New

Accession Number: 000160915125000053

Filing Summary: On May 4, 2025, Weave Communications, Inc. entered into a Merger Agreement with Project Sparrow Merger Sub, Inc., Vidurama, Inc. (doing business as TrueLark), and Shareholder Representative Services LLC. The Merger entails merging Merger Sub into TrueLark, which will continue as the surviving corporation. The total consideration for the Merger is $35 million, comprising $25 million in cash and $10 million in Weave common stock. Various stakeholder shares and options will be canceled and converted into rights to receive cash and shares. Certain cash and shares will be held back to secure post-closing adjustments and indemnification obligations. Weave will grant performance-based restricted stock units to key TrueLark personnel post-closing. The Merger is subject to customary closing conditions and is expected to close within Weave's second fiscal quarter of 2025. Weave also plans to issue 999,810 shares connected to the Merger and intends to register these shares for resale. Additionally, on May 5, 2025, Weave announced the Merger via press release.