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RLQT 4 for 1 FS and merger coming. It looks like they cancelled the 17 mil and only left the 900k float to be FS?

The Share Exchange



On August 14, 2015, Realco, PeerLogix and the shareholders of PeerLogix entered into the Share Exchange Agreement and completed the Share Exchange (which we refer to as the “ Closing Date ”). A copy of the Share Exchange Agreement is attached as Exhibit 2.1 to this Current Report and is incorporated herein by reference.



Pursuant to the Share Exchange Agreement, on the Closing Date, all of the shareholders of PeerLogix exchanged all of their shares of common stock for newly issued common shares of Realco. Realco acquired the business of PeerLogix pursuant to the Share Exchange and will continue the existing business operations of PeerLogix as a wholly-owned subsidiary.



Simultaneously with the Share Exchange, on the Closing Date all of the issued and outstanding options and warrants to purchase shares of PeerLogix common stock were exchanged, respectively, into options (the “ New Options ”) and warrants (the “ New Warrants ”) to purchase shares of Common Stock of Realco. The number of shares of Common Stock issuable under, and the price per share upon exercise of, the New Options and the New Warrants were the same as those of the original options and warrants of PeerLogix, as a result of a 1 for 1 exchange ratio of securities pursuant to the Share Exchange, which is described in the Share Exchange Agreement. The New Options will be administered under PeerLogix’s 2015 Equity Incentive Plan, which the Company assumed and adopted on the Closing Date in connection with the Share Exchange.



On the Closing Date, an aggregate of 17,050,002 shares of Common Stock was issued to former PeerLogix stockholders and 600,000 New Options and 1,050,000 New Warrants were issued to holders of outstanding PeerLogix options and warrants, respectively. The stockholders of Realco before the Share Exchange, without giving effect to the Offering (as defined below) and after giving effect to the Share Cancellation (as hereinafter defined), retained 990,000 shares of Realco Common Stock, which after giving effect to a 4.04 for 1 split of Realco common stock will occur following the Closing Date (the “ Stock Split ”), will have become 3,999,600 shares of Realco common stock.



The Share Exchange Agreement contains customary representations, warranties and covenants of Realco, and, as applicable, PeerLogix for like transactions. As a result of the Transaction, a change in control of the Company occurred as of the date of the Share Exchange. The Share Exchange will be treated as a reverse merger and recapitalization of the Company for financial accounting purposes. The historical financial statements of Realco before the Share Exchange will be replaced with the historical financial statements of PeerLogix before the Share Exchange in all future filings with the Securities and Exchange Commission (the “ SEC ”).



Following closing of the Share Exchange, our board of directors consists of three members. In keeping with the foregoing, on the Closing Date, Jay Lasky, the sole director of Realco before the Share Exchange, appointed William Gorfein, Joshua Partridge and Timothy Askew to fill vacancies on the board of directors, and Mr. Lasky resigned from his position as sole director. Also on the Closing Date, Jay Lasky, the sole officer of Realco, resigned and new executive officers designated by PeerLogix were appointed. The officers and directors of the Company as of the Closing Date are identified in this Current Report under the heading “Directors and Executive Officers.”



Before the Share Exchange, Realco’s board of directors adopted the 2015 Equity Incentive Plan, which was submitted to and approved by the shareholders of the Company prior to the closing of the Share Exchange. The 2015 Equity Incentive Plan provides for the issuance of up to 3,000,000 shares of Common Stock as incentive awards granted to executive officers, key employees, consultants and directors. In addition, the Company assumed and adopted PeerLogix’s 2015 Equity Incentive Plan, and as described above option holders under that plan will be granted New Options to purchase Common Stock. No further options will be granted under the 2015 PeerLogix Equity Incentive Plan. The parties intend that the Share Exchange be treated as a tax free exchange under Section 368 of the Internal Revenue Code of 1986, as amended.



The issuance of shares of Common Stock to holders of PeerLogix’s capital stock in connection with the Share Exchange was not registered under the Securities Act of 1933, as amended (the “ Securities Act ”), in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated by the SEC under that section, which exempts transactions by an issuer not involving any public offering. These securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement.




http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10868460