Vision Marine Technologies Inc 6-K/A, filed Jul 21, 2025
Vision Marine Technologies Inc. (VMAR)
About this 6-K/A
Vision Marine Technologies Inc filed this 6-K/A on July 21, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K/A
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2025
Commission File No. 001-39730
VISION MARINE TECHNOLOGIES INC.
(Translation of registrant’s name into English)
730 Boulevard du Curé-Boivin
Boisbriand, Québec, J7G 2A7, Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) ¨
EXPLANATORY NOTE
This Amendment No. 1 to Form 6-K (“Amendment No. 1) is being filed by Vision Marine Technologies Inc. (the “Company”) as an amendment to the Form 6-K dated July 1, 2025 (the “Original 6-K”). The purpose of this Amendment No. 1 is to reflect an updated conversion price of the Initial Convertible Note, revise the stated Closing Date of the Acquisition, and update the maximum number of common shares issuable in the event the Company elects to purchase properties held by Marine Ventures LLC pursuant to the Equity Purchase Agreement, and update the pro-forma combined financials as attached in Exhibit 99.3. Capitalized terms used under this Explanatory Note and not otherwise defined shall retain their original meaning in the Original 6-K.
Other than as expressly set forth above, this Amendment No. 1 to Form 6-K does not, and does not purport to, amend, update or restate the information in any other item of the Form 6-K, or reflect any events that have occurred after the Form 6-K was originally filed.
Entry into Material Definitive Agreement
On June 20, 2025, we entered into an Equity Purchase Agreement (together with the ancillary agreements described therein, the “Agreement”) to acquire Nautical Ventures Group Inc. (“Nautical Ventures”), a Florida-based recreational boat dealership, marina, and service provider, and other entities. The acquisition of Nautical Ventures (the “Acquisition”) pursuant to the Agreement occurred on June 20, 2025 (the “Closing Date”). Nautical Ventures operates nine high-volume retail locations across Florida, including two flagship waterfront showrooms, providing Vision Marine with direct access to one of the most concentrated and active recreational boating markets in the world. The dealership offers a wide portfolio of prestigious marine brands including Axopar, Beneteau, Brabus, Edgewater, Flite, Highfield, Hobie, Mercury, NorthStar, Seabob, Smokercraft, Suzuki, Tohatsu, Wellcraft, and Yamaha, serving a diverse customer base from high-performance boaters to luxury yacht owners and international resort fleets.
Pursuant to the Agreement, we acquired all of the issued and outstanding equity of Nautical Ventures in exchange for:
| (i) | the payment of US$2.3 million to settle certain indebtedness and outstanding tax liabilities of Nautical Ventures; | |
| (ii) | the issuance of a convertible note (the “Initial Convertible Note”) is in a principal amount of US$4,000,000. The Initial Convertible Note has a term of twenty-four months, bears interest at the rate of 6% per year (12% in the event of a default) and is convertible into common shares at a conversion price of US$8.624 per share. We are required to make a minimum monthly payment of US$20,000 of interest and principal on the Initial Convertible Note; and | |
| (iii) | an agreement to issue a convertible note for up to US$2,000,000 on terms substantially identical to the Initial Convertible Note depending on the outcome of certain claims against Nautical Ventures. |
Pursuant to the Agreement, we may obtain all of the outstanding membership interests of Moore Marine Ventures LLC (“Marine Ventures”), a Florida limited liability company controlled by Roger Moore, the chairman and chief economic officer of Nautical Ventures and a party to the Agreement that owned 93% of the equity interest of Nautical Ventures at the time of the Agreement, and/or of the properties indirectly owned by Marine Ventures. Marine Ventures owns several subsidiaries that own a total of six properties leased by Nautical Ventures in the operation of its business. The consideration to be paid in exchange for the acquisition of Marine Ventures and/or the properties that it indirectly owns depends on how many of the six properties indirectly owned by Marine Ventures that we opt to purchase. If we elect to purchase Marine Ventures and/or all of the six properties that it indirectly owns, we will
| (i) | deliver evidence of payment of indebtedness of Marine Ventures and/or its subsidiaries; | |
| (ii) | issue a convertible note (the “Subsequent Convertible Note”) in a principal amount of US$2,000,000. The Subsequent Convertible Note would have a term of thirty-six months, bear interest at the rate of 6% per year (12% in the event of a default) and would be convertible into common shares at a conversion price of US$8.624 per share. Upon issuance of such Subsequent Convertible Note, we would be required to make a minimum monthly payment of US$10,000 of interest and principal on the Subsequent Convertible Note; and | |
| (iii) | issue up to 255,102 of our common shares (the “Equity Consideration”). |
The Initial Convertible Note was placed into escrow with us and the Equity Consideration will be placed into escrow with us to secure potential purchase price adjustments under the Agreement under which we may reduce the Initial Convertible Note and the Equity Consideration including (i) as based on a calculation of the difference between Nautical Venture’s estimates of its indebtedness, net working capital and transaction expenses and the actual amounts of each as determined within 120 days from closing, with the net working capital target which is set at $6,000,000 (ii) for certain indemnifications resulting from liabilities under the Equity Purchase Agreement (not to exceed US$3,000,000).
In connection with the Acquisition, we invested US$1,690,210.61 in Nautical Ventures to fund operating expenses. In additional closing condition of the Acquisition was that Nautical Ventures enter into a new employment agreement with Roger Moore. Pursuant to the new employment agreement, Mr. Moore will serve as the Chief Revenue Officer of Nautical Ventures in exchange for a salary of US$350,000 per year and eligibility for a discretionary bonus.
The parties to the Agreement retain termination rights pursuant to which any party may terminate if any subsequent closing of Marin Ventures and/or its subsidiaries fails to occur by June 20, 2035, or if a material breach remains uncured for 30 days (or 10 business days if notice is given within 10 days of the Outside Date). We may terminate for any reason upon written notice to Nautical Ventures, while the other parties thereto may terminate if, despite good-faith efforts, Nautical Ventures are unable to maintain or replace critical floorplan loans or real estate mortgages. In an instance where we terminate due to a counterparty’s material breach, such counterparty must pay a transaction failure fee equal to the fair market value of any unacquired real property held by non-acquired Target Entities (as defined in the Agreement) minus the principal and current portion of interest payable to mortgage lenders on such property, payable in 12 monthly installments to us.
General
On July 1, 2025, we made available an investor presentation on our website. A copy of the investor presentation is attached hereto as Exhibit 99.4. The information furnished in Exhibit 99.4 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
The information contained in this Report on Form 6-K (excluding Exhibit 99.4) is hereby incorporated by reference into our Registration Statement on Form F-3 (File No. 333-267893), our Registration Statement on Form F-3 (File No. 333-274882), our Registration Statement on Form F-3 (File No. 333-284423) and our Registration Statement on Form S-8 (File No. 333-264089).
Exhibit Index
*Filed herein
** Previously filed
+ Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request.
SIGNATURE
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 hereunto duly authorized.
| VISION MARINE TECHNOLOGIES INC. | ||
| Date: July 21, 2025 | By: | /s/ Raffi Sossoyan |
| Name: | Raffi Sossoyan | |
| Title: | Chief Financial Officer | |
Exhibit 99.3
AMENDED UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma combined financial data are presented to illustrate the effect of the following equity purchase agreement (the “Acquisition”): On June 20, 2025, NVG Holdings Inc., a wholly-owned subsidiary of Vision Marine Technologies Inc. (the “Company”) entered into an equity purchase agreement (the “Purchase Agreement”) to acquire 100% of the common stock of Nautical Ventures Group Inc. ("NVG") . The Company, NVG Holdings Inc. and NVG may be referred to herein collectively as the “Parties” and separately as a “Party.” The Acquisition closed on June 20, 2025.
The following unaudited pro forma combined balance sheet data as of February 28, 2025, is presented as if the Acquisition had occurred on September 1, 2024. The following unaudited pro forma combined statements of operations data for the six months ended February 28, 2025, and the year ended August 31, 2024, is presented as if the Acquisition occurred on September 1, 2024 and 2023, respectively.
The pro forma adjustments are based upon available information and certain assumptions that the Company believes are reasonable under the circumstances; however, the actual results could differ. The pro forma adjustments are directly attributable to the Acquisition and are expected to have a continuing impact on the results of operations of the Company. Management believes that all adjustments necessary to present fairly the unaudited pro forma combined financial statements have been made. The unaudited pro forma combined financial statements are presented for informational purposes only and are not necessarily indicative of the results of operations that would have resulted had the Acquisition been consummated on the dates indicated and should not be construed as being representative of the Company’s future results of operations or financial position.
The acquired assets, liabilities and results of operations presented herein were derived from the audited financial statements of NVG for the year ended December 31, 2024 and the unaudited interim financial statements for the six months ended March 31, 2025 (collectively, the “Financial Statements”).
The unaudited pro forma combined financial statements included herein constitute forward-looking information and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. See the sections titled “Cautionary Note Regarding Forward-Looking Information” in the Company’s Current Report on Form 6-K which these unaudited pro forma combined financial statements are a part of and the Company’s Annual Report on Form 20-F for the year ended August 31, 2024, as filed with the Commission.
Vision Marine Technologies Inc.
Unaudited Pro Forma Combined Statement of Financial Position
As of February 28, 2025
In Canadian Dollars
| Vision Marine | Nautical | |||||||||||||||||||||||
| Technologies | Ventures | |||||||||||||||||||||||
| Inc. | Group Inc. | Pro Forma Adjustments | Combined | |||||||||||||||||||||
| February 28, 2025 | March 31, 2025 | Note 3a | Note 3b | Note 3c | Pro Forma | |||||||||||||||||||
| Assets | ||||||||||||||||||||||||
| Current | ||||||||||||||||||||||||
| Cash | 15,324,176 | 2,871,055 | - | - | (5,775,200 | ) | 12,420,031 | |||||||||||||||||
| Trade and other receivables | 276,479 | 1,472,618 | 4,214,328 | - | - | 5,963,425 | ||||||||||||||||||
| Income tax receivable | 241 | - | - | - | - | 241 | ||||||||||||||||||
| Inventories | 7,167,850 | 95,923,430 | - | - | - | 103,091,280 | ||||||||||||||||||
| Prepaid expenses and deposits | 2,838,578 | 1,570,073 | - | - | - | 4,408,651 | ||||||||||||||||||
| Other current assets | 56,466 | - | - | - | - | 56,466 | ||||||||||||||||||
| Total current assets | 25,663,790 | 101,837,176 | 4,214,328 | - | (5,775,200 | ) | 125,940,094 | |||||||||||||||||
| Right-of-use assets | 214,777 | 1,201,073 | 10,067,265 | - | - | 11,483,115 | ||||||||||||||||||
| Property and equipment | 1,460,890 | 26,716,365 | (23,999,473 | ) | - | - | 4,177,782 | |||||||||||||||||
| Goodwill and intangible assets | 845,550 | 948,437 | - | - | - | 1,793,987 | ||||||||||||||||||
| Deferred income taxes | 85,950 | - | - | - | - | 85,950 | ||||||||||||||||||
| Other financial assets | - | 116,022 | - | - | - | 116,022 | ||||||||||||||||||
| Total assets | 28,270,957 | 130,819,073 | (9,717,880 | ) | - | (5,775,200 | ) | 143,596,950 | ||||||||||||||||
| Liabilities and shareholders’ equity | ||||||||||||||||||||||||
| Current | ||||||||||||||||||||||||
| Trade payables and accrued liabilities | 1,191,463 | 11,000,379 | - | - | (2,887,600 | ) | 9,304,242 | |||||||||||||||||
| Contract liabilities | 937,713 | 5,466,331 | - | - | - | 6,404,044 | ||||||||||||||||||
| Notes payable - floor plan | - | 73,696,689 | - | - | (2,887,600 | ) | 70,809,089 | |||||||||||||||||
| Current portion of lease liabilities | 128,557 | 801,710 | 1,742,089 | - | - | 2,672,356 | ||||||||||||||||||
| Current portion of long-term debt | 105,958 | 1,073,985 | (433,492 | ) | - | - | 746,451 | |||||||||||||||||
| Total current liabilities | 2,363,691 | 92,039,094 | 1,308,597 | - | (5,775,200 | ) | 89,936,182 | |||||||||||||||||
| Lease liabilities | 86,534 | 502,850 | 8,325,176 | - | - | 8,914,560 | ||||||||||||||||||
| Shareholder notes | - | 8,024,518 | - | (8,024,518 | ) | 8,662,800 | 8,662,800 | |||||||||||||||||
| Long-term debt | 290,044 | 20,241,099 | (19,351,653 | ) | - | - | 1,179,490 | |||||||||||||||||
| Derivative liabilities | 1,803,367 | - | - | - | - | 1,803,367 | ||||||||||||||||||
| Deferred income taxes | - | - | - | - | - | - | ||||||||||||||||||
| Total liabilities | 4,543,636 | 120,807,561 | (9,717,880 | ) | (8,024,518 | ) | 2,887,600 | 110,496,399 | ||||||||||||||||
| Shareholders’ equity | ||||||||||||||||||||||||
| Preferred stock, $0.00001 par value, 10,000,000 shares authorized; no shares issued and outstanding as of March 31, 2025 | - | - | - | - | - | - | ||||||||||||||||||
| Common stock, $0.00001 par value, 100,000,000 shares authorized, 40,000,000 shares issued and 21,505,000 shares outstanding as of March 31, 2025 | - | 302 | - | - | (302 | ) | - | |||||||||||||||||
| Treasury stock | - | (3,439,310 | ) | - | - | 3,439,310 | - | |||||||||||||||||
| Voting Common stock, no-par value; unlimited shares authorized of which1,033,764 shares are issued and outstanding as of February 28, 2025 | 80,783,662 | - | - | - | - | 80,783,662 | ||||||||||||||||||
| Pre-Funded Warrants exercisable into Voting Common Shares on a one-for-one basis of which 48 warrants were issued and outstanding at February 28, 2025 | 38,725 | - | - | - | - | 38,725 | ||||||||||||||||||
| Contributed surplus | 12,599,996 | 3,067,236 | - | 8,024,518 | (11,091,754 | ) | 12,599,996 | |||||||||||||||||
| Accumulated other comprehensive income | 1,114,938 | 277,363 | - | - | (277,363 | ) | 1,114,938 | |||||||||||||||||
| Retained earnings (Deficit) | (70,810,000 | ) | 10,105,921 | - | - | (732,691 | ) | (61,436,770 | ) | |||||||||||||||
| Total shareholders’ equity | 23,727,321 | 10,011,512 | - | 8,024,518 | (8,662,800 | ) | 33,100,551 | |||||||||||||||||
| Total liabilities and shareholders’ equity | 28,270,957 | 130,819,073 | (9,717,880 | ) | - | (5,775,200 | ) | 143,596,950 | ||||||||||||||||
Vision Marine Technologies Inc.
Unaudited Pro Forma Combined Statement of Income (Loss)
For the six-months ended February 28, 2025
In Canadian Dollars
| Vision Marine | Nautical | |||||||||||||||||||||||
| Technologies | Ventures | |||||||||||||||||||||||
| Inc. | Group Inc. | Pro Forma Adjustments | Combined | |||||||||||||||||||||
| February 28, 2025 | March 31, 2025 | Note 3a | Note 3b | Note 3c | Pro Forma | |||||||||||||||||||
| Revenues | 247,693 | 55,110,609 | - | - | - | 55,358,302 | ||||||||||||||||||
| Cost of revenues | 303,835 | 46,484,262 | - | - | - | 46,788,097 | ||||||||||||||||||
| Gross profit (loss) | (56,142 | ) | 8,626,347 | - | - | - | 8,570,205 | |||||||||||||||||
| Expenses | ||||||||||||||||||||||||
| General and administrative expenses | 6,973,695 | 13,897,373 | - | - | - | 20,871,068 | ||||||||||||||||||
| Depreciation and amortization | 238,409 | 1,616,290 | - | - | - | 1,854,699 | ||||||||||||||||||
| Net finance expense (income) | (2,079,136 | ) | 4,159,076 | - | - | - | 2,079,940 | |||||||||||||||||
| Other income (expense) | (1,703 | ) | (658,354 | ) | - | - | - | (660,057 | ) | |||||||||||||||
| Gain on bargain purchase | - | - | - | - | (9,373,230 | ) | (9,373,230 | ) | ||||||||||||||||
| 5,131,265 | 19,014,385 | - | - | (9,373,230 | ) | 14,772,420 | ||||||||||||||||||
| Income (loss) income before taxes | (5,187,407 | ) | (10,388,038 | ) | - | - | 9,373,230 | (6,202,215 | ) | |||||||||||||||
| Income taxes | 13,236 | (1,286,899 | ) | - | - | - | (1,273,663 | ) | ||||||||||||||||
| Net loss for the period | (5,200,643 | ) | (9,101,139 | ) | - | - | 9,373,230 | (4,928,552 | ) | |||||||||||||||
| Items of comprehensive income that will be subsequently reclassified to earnings: | ||||||||||||||||||||||||
| Foreign currency translation differences for foreign operations, net of tax | (12,110 | ) | (259,329 | ) | - | - | - | (271,439 | ) | |||||||||||||||
| Other comprehensive income (loss), net of tax | (12,110 | ) | (259,329 | ) | - | - | - | (271,439 | ) | |||||||||||||||
| Total comprehensive loss for the period, net of tax | (5,212,753 | ) | (9,360,468 | ) | - | - | 9,373,230 | (5,199,991 | ) | |||||||||||||||
| Weighted average Voting Common Shares outstanding | 362,689 | 362,689 | ||||||||||||||||||||||
| Basic and diluted loss per share | (14.34 | ) | (13.59 | ) | ||||||||||||||||||||
Vision Marine Technologies Inc.
Unaudited Pro Forma Combined Statement of Income (Loss)
For the year ended August 31, 2024
In Canadian Dollars
| Vision Marine | Nautical | |||||||||||||||||||||||
| Technologies | Ventures | |||||||||||||||||||||||
| Inc. | Group Inc. | Pro Forma Adjustments | Combined | |||||||||||||||||||||
| August 31, 2024 | September 30, 2024 | Note 3a | Note 3b | Note 3c | Pro Forma | |||||||||||||||||||
| Revenues | 3,794,345 | 149,666,179 | - | - | - | 153,460,524 | ||||||||||||||||||
| Cost of revenues | 2,296,907 | 115,700,231 | - | - | - | 117,997,138 | ||||||||||||||||||
| Gross profit (loss) | 1,497,438 | 33,965,948 | - | - | - | 35,463,386 | ||||||||||||||||||
| Expenses | ||||||||||||||||||||||||
| General and administrative expenses | 13,901,112 | 29,449,440 | - | - | - | 43,350,552 | ||||||||||||||||||
| Depreciation and amortization | 830,876 | 1,828,617 | - | - | - | 2,659,493 | ||||||||||||||||||
| Goodwill impairment loss | 8,704,182 | - | - | - | - | 8,704,182 | ||||||||||||||||||
| Net finance expense (income) | (7,480,761 | ) | 8,053,234 | - | - | - | 572,473 | |||||||||||||||||
| Other income (expense) | (141,888 | ) | (173,507 | ) | - | - | - | (315,395 | ) | |||||||||||||||
| Gain on bargain purchase | - | - | - | - | (9,373,230 | ) | (9,373,230 | ) | ||||||||||||||||
| 15,813,521 | 39,157,784 | - | - | (9,373,230 | ) | 45,598,075 | ||||||||||||||||||
| Income (loss) income before taxes | (14,316,083 | ) | (5,191,836 | ) | - | - | 9,373,230 | (10,134,689 | ) | |||||||||||||||
| Income taxes | (255,463 | ) | (161,402 | ) | - | - | - | (416,865 | ) | |||||||||||||||
| Net loss for the period | (14,060,620 | ) | (5,030,434 | ) | - | - | 9,373,230 | (9,717,824 | ) | |||||||||||||||
| Items of comprehensive income that will be subsequently reclassified to earnings: | ||||||||||||||||||||||||
| Foreign currency translation differences for foreign operations, net of tax | 94,420 | 40,684 | - | - | - | 135,104 | ||||||||||||||||||
| Other comprehensive income (loss), net of tax | 94,420 | 40,684 | - | - | - | 135,104 | ||||||||||||||||||
| Total comprehensive loss for the period, net of tax | (13,966,200 | ) | (4,989,750 | ) | - | - | 9,373,230 | (9,582,720 | ) | |||||||||||||||
| Weighted average Voting Common Shares outstanding | 9,161 | 9,161 | ||||||||||||||||||||||
| Basic and diluted loss per share | (1,534.83 | ) | (1,060.78 | ) | ||||||||||||||||||||
Vision Marine Technologies Inc.
Notes to Unaudited Pro Forma Combined Financial Statements
In Canadian Dollars
1. BASIS OF PRESENTATION
The accompanying unaudited pro forma combined financial statements are based on the Company’s and NVG's historical financials as adjusted to give effect to the pro forma adjustments necessary to reflect the Acquisition. The unaudited pro forma combined statement of operations for the six months ended February 28, 2025, and the year ended August 31, 2024, gives effect to the Acquisition of NVG as if it had occurred on September 1, 2024 and 2023, respectively and the pro forma combined balance sheet as of February 28, 2025, gives effect to the Acquisition as if it had occurred on September 1, 2024.
2. PRELIMINARY PURCHASE PRICE ALLOCATIONS
The preliminary purchase price for NVG has been allocated to the assets acquired and liabilities assumed for purposes of this pro forma financial information based on their estimated relative fair values. The purchase price allocations herein are preliminary. The final purchase price allocations for NVG will be determined after completion of a thorough analysis to determine the fair value of all assets acquired and liabilities assumed but in no event later than one year following completion of the Acquisition. Accordingly, the final Acquisition accounting adjustments could differ materially from the accounting adjustments included in the pro forma financial statements presented herein. Any increase or decrease in the fair value of the assets acquired and liabilities assumed, as compared to the information shown herein, could also change the portion of purchase price allocable to goodwill and could impact the operating results of the Company following the Acquisition due to differences in purchase price allocation, depreciation and amortization related to some of these assets and liabilities.
| Preliminary Purchase Price: | ||||
| Converible note payable issued to the former shareholders of NVG | 5,775,200 | |||
| Converible note payable to be issued to the former shareholders of NVG, contingent on the outcome of certain claims against NVG | 2,887,600 | |||
| Total preliminary purchase consideration | 8,662,800 | |||
| Preliminary Purchase Price Allocation: | ||||
| Cash | 2,871,055 | |||
| Trade and other receivables | 5,686,946 | |||
| Inventories | 95,923,430 | |||
| Prepaid expenses and deposits | 1,570,073 | |||
| Right-of-use assets | 11,268,338 | |||
| Property and equipment | 2,716,892 | |||
| Goodwill and intangible assets | 948,437 | |||
| Other financial assets | 116,022 | |||
| Liabilities assumed | (103,065,163 | ) | ||
| Gain on bargain purchase | (9,373,230 | ) | ||
| Net assets acquired | 8,662,800 | |||
3. PRO FORMA ADJUSTMENTS
The unaudited pro forma combined statements of operations and balance sheets reflect the effect of the following pro forma adjustments:
a) This adjustment reflects the removal of NVG's real estate assets at net book value along with the associated liabilities which were not part of the Acquisition. Since four of the real estate properties were subsequently leased by NVG after the removal, this adjustment also includes the right of use assets and related lease liabilities resulting from such leases.
b) This adjustment reflects the conversion of all pre-closing shareholder notes payable into contributed surplus which was a pre-closing condition per the Purchase Agreement.
c) This adjustment reflects the preliminary purchase price consideration and preliminary purchase price allocation from Note 2, as well as the cash payment of various NVG liabilities that were assumed at closing and were required to be made per the Purchase Agreement.