Vince u clown scum bag.... 447,761shares of Common Stock were, as of May 16, 2014 (the “Settlement Date”), the maximum amount of shares of Common Stock that could be owned directly by IBC Funds LLC (the “IBC”) pursuant to an order (the “Order”) entered by the Circuit Court of the Twelfth Judicial Circuit in and for Sarasota County, Florida (the “Court”) approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, in accordance with a settlement agreement and stipulation (the “Settlement Agreement”) between the Issuer and IBC in the matter entitled IBC Funds LLC v. Axiologix, Inc . , (the “Action”). IBC commenced the Action against the Issuer on May 15, 2014 to recover $139,391.16 of past-due accounts payable of the Issuer, which IBC had purchased from vendors of the Issuer pursuant to terms of separate receivable purchase agreements between IBC and such vendors (the “Claim”). The Order provides for the full and final settlement of the Claim and the Action. The Settlement Agreement became effective and binding upon the Issuer and IBC upon execution of the Order by the Court on the Settlement Date.
The Settlement Agreement provides that the total number of shares of Common Stock to be issued to IBC pursuant to the Settlement Agreement be based upon a specified discount to the lowest sale price of the Common Stock for a specified period of time preceding a share request by IBC pursuant to the Settlement Agreement. Specifically, the total number of shares of Common Stock to be issued to IBC pursuant to the Settlement Agreement shall be equal to the sum of: (i) the quotient obtained by dividing (A) $139,391.16 (representing the total amount of the Claim), by (B) 45% of the lowest sale price of the Common Stock in the 15 trading days preceding a share request by IBC pursuant to the Settlement Agreement (collectively, the “Settlement Shares”).
The Settlement Agreement provides that it is the intention of the parties that the Settlement Shares beneficially owned by IBC at any given time shall not exceed the number of shares of Common Stock that, when aggregated with all other shares of Common Stock then beneficially owned by IBC, would result in the beneficial ownership by IBC at any time of more than 9.9% of the Common Stock as would be outstanding on such date, as determined in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the regulations promulgated thereunder. The Settlement Shares are the only shares of Common Stock IBC owns. For purposes of calculating the percentage of the class, IBC has been informed by the Issuer that there were a total of 4,522,845 shares of Common Stock outstanding on the Settlement Date. Accordingly, the maximum amount of Settlement Shares that could be owned by IBC on the Settlement Date equaled 447,761. Prior to all of the Settlement Shares being issued to IBC, the maximum amount of Settlement Shares that IBC can own is subject to adjustment based on the amount of Common Stock outstanding on any given date.
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