Item 5. Other Information
Item 5. Other Information
On February 15, 2020, the Company signed a Share Subscription Agreement (“SSA”) with Evolve I, Inc., a Washington corporation (“Evolve”), to acquire approximately 20% of Evolve. The Company entered into a Share Purchase Agreement (the “SPA”) on May 11, 2020 to acquire the remaining approximately 80% of Evolve that the Company did not own. On May 12, 2020, the Company completed the SSA with Evolve by transferring partial consideration to Evolve. As of June 30, 2020, the Company owns approximately 19.8% of Evolve.
As of June 30, 2020, the Company has not completed the acquisition of remaining ownership in Evolve as due diligence, such as audited financial statements for the last fiscal year, internal restructuring, among others, are pending. While the Form 8-K was filed under both Item 1.01- Entry into a Material Definitive Agreement and Item 2.01- Completion of Acquisition or Disposition of Assets, as indicated in the Form 8-K, the closing of the Agreement is subject to certain closing conditions and accordingly the reference to Item 2.01- Completion of Acquisition or Disposition of Assets was inadvertently included. There can be no assurance when or if the Company will be able to close the acquisition. The delay in closing the acquisition is expected to have minimal impact on the Company’s revenue.
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Item 6 . Exhibits
Exhibit
Incorporated by Reference
Number
Exhibit Description
Form
Exhibit
Filing Date
2.1
Share Purchase Agreement, by and Among India Globalization Capital, Inc., Evolve I, Inc., Jay Bohannon, individually and as Sellers’ Representative, and The individual Sellers Listed on Exhibit A to the Company’s Current Report on Form 8-K filed on May 13, 2020.
8-K
2.1
May 13, 2020
3.1
Amended and Restated Articles of Incorporation.
8-K
3.1
Aug 6, 2012
3.2
By-laws.
S-1
3.2
Feb 14, 2006
31.1*
Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.
31.2*
Rule 13a-14(a) / 15d-14(a) Certification of Principal Financial Officer.
32.1**
Certifications pursuant to 18 U.S.C. §1350.
101.INS*
XBRL Instance Document.
101.SCH*
XBRL Taxonomy Extension Schema Document.
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB*
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document.
* Filed herewith.
** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
INDIA GLOBALIZATION CAPITAL, INC.
Date: August 19, 2020
By:
/s/ Ram Mukunda
Ram Mukunda
President and Chief Executive Officer
(Principal Executive Officer)
Date: August 19, 2020
By:
/s/ Claudia Grimaldi
Claudia Grimaldi
Vice President
(Principal Financial Officer)
| June 30, 2020 Form 10-Q
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.