SUMMER INFANT, INC. : Entry into a Material Definitive Agreement, Results of Operations and Financial Condition, Change in Directors or Principal…

Item 1.01. Entry into a Material Definitive Agreement.

Merger Agreement with Kids2, Inc.

On March 16, 2022, Summer Infant, Inc. (the "Company") entered into an Agreementand Plan of Merger (the "Merger Agreement") by and among the Company,Kids2, Inc., a Georgia corporation ("Parent"), and Project Abacus AcquisitionCorp., a Delaware corporation and wholly owned subsidiary of Parent ("MergerSub"). The Merger Agreement provides, subject to its terms and conditions, forthe acquisition of the Company by Parent through the merger of Merger Sub withand into the Company, with the Company surviving the merger as a wholly ownedsubsidiary of Parent (the "Proposed Merger").

The Board of Directors of the Company (the "Board of Directors") unanimously(i) determined and declared that the Merger Agreement and the transactionscontemplated thereby, including the Proposed Merger, are advisable and in thebest interests of the Company and its stockholders; (ii) approved the MergerAgreement and the transactions contemplated thereby, including the ProposedMerger; and (iii) resolved to recommend that the Company's stockholders adoptthe Merger Agreement (the "Company Board Recommendation").

Under the terms of the Proposed Merger, (i) each share of common stock of theCompany issued and outstanding immediately prior to the effective time of theProposed Merger (the "Effective Time") (other than shares of common stock(a) owned by Parent, Merger Sub, the Company or any subsidiary of Parent, MergerSub or the Company, or (b) held by a stockholder who is entitled to, and who hasperfected, appraisal rights for such shares under Delaware law) automaticallywill be converted into the right to receive cash in an amount equal to $12.00per share (the "Merger Consideration"), without interest, subject to anyrequired withholding of taxes; and (ii) each outstanding unexercised, vested orunvested option or unvested restricted stock award outstanding immediately priorto the Effective Time will be converted into the right to receive cash (withoutinterest, subject to any required withholding of taxes) (a) in the case ofoptions, in an amount equal to the product of the excess, if any, of the MergerConsideration over the exercise price of such option, multiplied by the numberof shares of common stock issuable upon the exercise of the option or (b) in thecase of unvested restricted stock awards, in amount equal to the product of theMerger Consideration multiplied by the number of shares subject to therestricted stock award.

The completion of the Proposed Merger is subject to closing conditions,including: (i) the approval of the Merger Agreement by the Company'sstockholders (the "Stockholder Approval"); (ii) the absence of any laws or courtorders making the Proposed Merger illegal or otherwise prohibiting the ProposedMerger; (iii) other customary closing conditions, including the accuracy of therepresentations and warranties of each party (subject to certain materialityexceptions) and material compliance by each party with its covenants under theMerger Agreement; and (iv) the closing of a debt financing by Parent, a portionof the proceeds of which will fund Parent's obligation to pay the MergerConsideration.

Parent has entered into debt commitment letters providing for (i) an asset-basedcredit facility and (ii) a term loan, a portion of the proceeds of which willfund Parent's obligation to pay the Merger Consideration at the closing of theProposed Merger. The obligations of the lenders under the debt commitmentletters are subject to a number of conditions, including the receipt of executedloan documentation, accuracy of certain specified representations andwarranties, and certain pro forma financial conditions.

The Merger Agreement contains representations and warranties customary fortransactions of this type. The Company has agreed to various customary covenantsand agreements, including, among others, (i) agreements to use commerciallyreasonable efforts to conduct its and its subsidiaries' businesses in theordinary course of business during the period between the date of the MergerAgreement and the Effective Time and not to engage in certain kinds oftransactions during this period; and (ii) to call a meeting of its stockholdersto adopt the Merger Agreement.

The Company has also agreed not to (i) solicit proposals relating to alternativetransactions; or (ii) participate in any discussions or negotiations regarding,or furnish any non-public information relating to the Company in connectionwith, any proposal for an alternative transaction, subject to certain exceptionsto permit the Board of Directors to comply with its fiduciary duties.Notwithstanding these "no-shop" restrictions, prior to obtaining the Stockholder. . .

Item 2.02. Results of Operations and Financial Condition.

On March 16, 2022, the Company announced its financial results for the fourthfiscal quarter and full year ended January 1, 2022. The full text of the pressrelease issued in connection with the announcement is attached herewith asExhibit 99.1.

The information in this Item 2.02 and exhibit 99.1 attached hereto shall not bedeemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934(the "Exchange Act") or otherwise subject to the liabilities of that section,nor shall it be deemed incorporated by reference in any filing under theSecurities Act of 1933 (the "Securities Act") or the Exchange Act, except asexpressly set forth by specific reference in such a filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the entry into the Merger Agreement, on March 16, 2022, theBoard of Directors approved, and the Company entered into, the fourth amendment(the "Amendment") to the existing engagement letter between the Company andRiveron RTS, LLC ("Riveron"), originally dated December 9, 2019 and furtheramended on February 28, 2020, November 30, 2020 and January 3, 2022 (the"Engagement Letter"). The Amendment provides that if the Company consummates atransaction constituting a "Change in Control" (as defined in the Company'sAmended and Restated Change in Control Plan (the "Change in Control Plan")) (a"Sale Transaction"), the Company shall pay Riveron a success fee, payable at theclosing of the Sale Transaction, based upon the per share consideration receivedby holders of the Company's common stock in the Sale Transaction, which would beapproximately $258,120 based on the Merger Consideration.

As previously disclosed, neither Stuart Noyes, the Company's CEO and a member ofthe Company Board, nor Bruce Meier, the Company's Interim CFO, will receive anycompensation from the Company for their services, rather, the Companycompensates Riveron in accordance with the Engagement Letter, as amended.

The foregoing description of the Amendment does not purport to be complete andis qualified in its entirety by reference to the full text of the Amendment,which is filed herewith as Exhibit 10.3 and is incorporated herein by thisreference.

Item 7.01. Regulation FD Disclosure.

On March 16, 2022, the Company and Parent issued a joint press releaseannouncing the transactions contemplated by the Merger Agreement. The full textof the press release issued in connection with the announcement is attachedherewith as Exhibit 99.2.

The information in this Item 7.01 and exhibit 99.2 attached hereto shall not bedeemed "filed" for purposes of Section 18 of the Exchange Act or otherwisesubject to the liabilities of that section, nor shall it be deemed incorporatedby reference in any filing under the Securities Act or the Exchange Act, exceptas expressly set forth by specific reference in such a filing.

On February 9, 2022, the Board of Directors approved an amended and restatedchange in control plan to extend the term of the existing plan to February 9,2024.

The foregoing description of the amended and restated change in control Plandoes not purport to be complete and is qualified in its entirety by reference tothe full text of the amended and restated change in control plan, which is filedherewith as Exhibit 10.4 and is incorporated herein by this reference.

Additional Information about the Proposed Merger and Where to Find It

In connection with the Proposed Merger, the Company will prepare and filerelevant materials with the Securities and Exchange Commission (the "SEC"),including a proxy statement on Schedule 14A and a proxy card, to be mailed toCompany stockholders entitled to vote at the special meeting relating to theProposed Merger. This communication is not intended to be, and is not, asubstitute for the proxy statement or any other document that the Company mayfile with the SEC in connection with the Proposed Merger. INVESTORS ANDSTOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT (INCLUDING ANYAMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCETHEREIN) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED MERGERTHAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEYWILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED MERGER.The definitive proxy statement, the preliminary proxy statement, and otherrelevant materials in connection with the transaction (when they becomeavailable) and any other documents filed or furnished by the Company with theSEC, may be obtained free of charge at the SEC's website (www.sec.gov). Inaddition, copies of the proxy statement and other relevant materials anddocuments filed by the Company with the SEC will also be available free ofcharge on the Investor Relations page of the Company's website located athttps://www.sumrbrands.com.

Participants in the Solicitation of Company Stockholders

The Company, Kids2, Inc. and their respective directors and executive officers,management and employees may be deemed to be participants in the solicitation ofproxies from the Company's stockholders in connection with the Proposed Merger.Information about the Company's directors and executive officers and theirownership of Company common stock is set forth in its definitive proxy statementfor its 2021 annual meeting of shareholders filed with the SEC on April 16,2021. To the extent that holdings of the Company's securities have changed sincethe amounts reflected in the Company's proxy statement, such changes have beenor will be reflected on Statements of Change in Ownership on Form 4 filed withthe SEC. Additional information regarding the participants in the solicitationand their interests in the Proposed Merger will be included in the proxystatement and other materials relating to the Proposed Merger when they arefiled with the SEC. These documents may be obtained free of charge at the SEC'sweb site at http://www.sec.gov and on the Investor Relations page of the Company'swebsite located at https://www.sumrbrands.com.

Cautionary Note Regarding Forward-Looking Statements

This Form 8-K contains (and oral communications made by us may contain)"forward-looking statements" within the meaning of Section 27A of the SecuritiesAct and Section 21E of the Exchange Act. Forward-looking statements can beidentified by words such as "anticipate," "believe," "estimate," "expect,""intend," "plan," "predict," "project," "target," "future," "seek," "likely,""strategy," "may," "should," "will," and similar references to future periodsand include statements regarding the proposed merger with Kids2, includingstatements relating to the Proposed Merger.

Forward-looking statements are neither historical facts nor assurances of futureperformance. Instead, they are based only on our current beliefs, expectations,and assumptions regarding the future of our business, future plans andstrategies, projections, anticipated events and trends, the economy, and otherfuture conditions. Because forward-looking statements relate to the future, theyare subject to inherent uncertainties, risks, and changes in circumstances thatare difficult to predict and many of which are outside of our control. TheCompany's actual results may differ materially from those indicated in theforward-looking statements. Therefore, you should not rely on any of theseforward-looking statements. Important factors that could cause our actualresults to differ materially from those indicated in the forward-lookingstatements include, among others, risks related to disruption of management'sattention from ongoing business operations due to the Proposed Merger; the riskthat one or more closing conditions to the transaction may not be satisfied orwaived, on a timely basis or otherwise; the risk that the transaction does notclose when anticipated, or at all; the occurrence of any event, change or othercircumstances that could give rise to the termination of the merger agreement;potential adverse reactions or changes to employee or business relationshipsresulting from the announcement or completion of the proposed merger; the riskof litigation or legal proceedings related to the Proposed Merger; unexpectedcosts, charges or expenses resulting from the Proposed Merger; and other factorsdiscussed in the "Risk Factors" section of the Company's most recent AnnualReport on Form 10-K, and the Company's subsequent Quarterly Reports on Form 10-Qand in other filings the Company makes with the SEC from time to time. Allinformation provided in this release is as of the date hereof and the Companyundertakes no duty to update this information except as required by law.

Item 9.01. Financial Statements and Exhibits.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K.

** Portions of this exhibit have been omitted for confidential treatment pursuant

to Regulation K, Item 601(b)(10).

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SUMMER INFANT, INC. : Entry into a Material Definitive Agreement, Results of Operations and Financial Condition, Change in Directors or Principal...