Item 7.01 Regulation FD.
On January 23, 2019, the Company issued a press release announcing
the signing of the Merger Agreement and the completion of the Acquisition of Trendkite, a copy of which is furnished as Exhibit
99.1 hereto and incorporated herein by reference. TrendKite had revenues of approximately $25.4 million for the twelve months ended
December 31, 2018.
The information set forth in Item 2.02 and Item 7.01 of
this Current Report on Form 8-K and in Exhibit 99.1 is being furnished hereby and 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 of the Company’s
filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and
regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific
reference in such filings. The inclusion of this information in Item 2.02 and Item 7.01 of this Current Report on Form 8-K
and in Exhibit 99.1 shall not be deemed an admission as to the materiality of any information herein that is required to be
disclosed solely by reason of Regulation FD.
Forward-Looking Statements
This report contains “forward-looking statements”
within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including statements
regarding our our future financial and operating performance outlook for the fiscal year ending December 31, 2019, as well as information
relating to the acquisition of TrendKite and our divestiture of certain e-mail marketing assets and the realization of the expected
benefits therefrom. In this context, forward-looking statements often address expected future business and financial performance
and financial condition, and often contain words such as “anticipate,” “intend,” “plan,” “goal,”
“seek,” “aim,” “strive,” “believe,” “see,” “project,” “predict,”
“estimate,” “expect,” “continue,” “strategy,” “future,” “likely,”
“may,” “might,” “should,” “will,” “would,” “target,” similar
expressions, and variations or negatives of these words. Forward-looking statements are neither historical facts nor assurances
of future performance. Instead, they are based only on our current beliefs, expectations, and assumptions regarding the future
of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions.
Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances
that are difficult to predict and many of which are outside of our control. Accordingly, you should not place undue reliance on
these statements, as actual results may vary materially. A detailed discussion of some of the risks and uncertainties that could
cause our actual results and financial condition to differ materially from the forward-looking statements are described in the
reports on Forms 10-K, 10-Q and 8-K and in other filings we make with the Securities and Exchange Commission from time to time.
Our public filings with the Securities and Exchange Commission are available at www.sec.gov. Any forward-looking statement made
by us in this report is based only on information currently available to us and speaks only as of the date of this report. We do
not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new
information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other
applicable laws.