On March 7, 2016, AXLX’s newly incorporated subsidiary, SLA Digital, Inc. (“Sub”) entered into a definitive Asset Purchase Agreement (the “APA”) with Stirk, Lamont & Associates Ltd. (“SLA”), a private company incorporated in Northern Ireland, relating to the acquisition of SLA’s Digital Solutions Business to Sub in exchange for the issuance to SLA of 49 shares of Sub’s Series A Preferred Shares, resulting in SLA holding a 49% ownership interest in Sub, and 500,000,000 shares of AXLX’s common stock, which represents a 43.7% beneficial ownership interest in AXLX based on the Company’s total issued and outstanding as of April 20, 2016. The transaction closed on March 31, 2016. As part of the APA, Sub also executed an IP Agreement, pursuant to which, among other things, the Corporation shall license the Property from SLA, as that term is defined in the IP Agreement, and subsequently be assigned all rights to the Property, conditional upon and subject to a cumulative amount of $150,000 of new cash funding being received by Sub. See Exhibit attached. The APA is incorporated by reference in this filing and any references to or descriptions of the transaction or APA are qualified in their entirety by reference to the full text of the APA, which is incorporated by reference herein in its entirety where such references or descriptions appear.
