Solaris Power Cells Inc (fka SPCL)

[LongCA]

VC2/Vert became involved in Pixelmags last year, with $6m. At that time Kip Madden became COO, and he is shown as a Vert Associate on their website. Vert/VC2 likes digital and education, and has holdings that support this..

Vert/VC2 swapped with Holdings in February, and that brought Pixelmags under Holdings, just after that, we see the RM with Solaris. With the RM, Holdings controls the board. So, while Holdings "sold" Pixelmags to SPCL, we know Holdings controls the board, so there we have the RM.

So, VERT/VC2 buys in/buys control of Pixelmags, then swaps with Pixel Holdings, with Adam Levin/VC2/Vert listed is preseident of Holdings after the swap (this is important, because then they can formally separate it from Shutterstock and can RM to go public with it). Now, when Pixel Mags is "sold" to SPCL, it has been separated from Shutterstock and Holdings, but Holdings controls the SPCL board now. Owners of Holdings, through Holdings control of the SPCL board, control SPCL/Pixelmags. This is in the Share Exchange Agreement.

We don't know how Holdings is structured, but we do know both Oringer and VERT/VC2 have a stake in it.. So, what we end up with is Pixelmags being on its own in the SPCL shell but controlled by Holdings.


http://www.vc2capital.com/portfolio

http://www.vertcapital.com/portfolio.html