UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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 18, 2023 (December 15, 2023)

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155 108th Avenue NE, Suite 400, Bellevue, Washington 98004

(Address of principal executive offices) (Zip Code)

(425) 458-5900

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:  None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On December 15, 2023, SG Enterprises II, LLC, a Washington limited liability company (“SG”), delivered to the Special Committee of the Board of Directors of the registrant (the “Special Committee”) a non-binding letter of intent proposing a transaction in which SG would acquire all of the issued Common Shares, no par value (“Common Shares”), of the registrant that SG does not already own (the “LOI”). Under the terms of the LOI, SG proposes to acquire all of the Common Shares that it does not already own for a purchase price of US $0.001 per Common Share in cash, assuming the registrant makes, immediately prior to such purchase, a distribution to shareholders of US $0.065 per Common Share. Alternatively, if the registrant prefers not to make any additional distributions to shareholders, SG is willing to discuss a share purchase on terms that provide substantially equivalent economic benefits to the registrant’s shareholders.

If the parties agree to proceed with the potential transaction, SG indicated that it expects that the potential transaction would be carried out by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia).

The foregoing description of the LOI does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 99.1 hereto.

On December 18, 2023, the registrant and SG issued a press release announcing the communication with the Special Committee described above. The press release is furnished as Exhibit 99.2 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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 hereunto duly authorized.