ACTL***Acquisition of Silo Marketing and Funding LLC***
As of December 30, 2016, the Company entered into a Purchase Agreement (the Purchase Agreement) with Elizabeth Honeycutt and Peter Corrao (collectively, the Sellers) to acquire from the Sellers a 50% interest in Silo, including all of the membership interests in Silo. The Company completed that acquisition on December 30, 2016. In accordance with the Purchase Agreement, and as full consideration for the acquisition, on December 30, 2016 the Company issued to the Sellers 250 shares of Series S convertible preferred stock of the Company, which, in the aggregate, may be converted into up to 25% (after giving effect to such conversion) of the issued and outstanding shares of the Companys common stock, par value $0.001 per share (Common Stock), on the date of conversion. A description of the Series S convertible preferred stock of the Company is included under Item 3.03 below. In addition, in accordance with the Purchase Agreement, the Company supplied $100,000 of working capital to Silo on December 30, 2016, and the Company has agreed to supply additional working capital to Silo in three separate installments of $50,000, to be supplied at the end of January 2017, February 2017 and March 2017, respectively. A copy of the Purchase Agreement is filed as an exhibit to this Form 8-K.
Elizabeth Honeycutt (one of the Sellers) is related to Timothy Honeycutt, who is a member of the Companys Board of Directors (the Board). Nevertheless, the negotiation of the Purchase Agreement was on an arms length basis, and Mr. Honeycutt recused himself from all deliberations and decisions of the Board related to the Purchase Agreement and the transactions contemplated thereby, including, without limitation, the authorization of the Purchase Agreement, the authorization of the creation of the Series S convertible preferred stock of the Company, and the authorization of the issuance of shares of the Series S convertible preferred stock to Elizabeth Honeycutt.
Silo is in the marketing industry. The Company will disclose a more comprehensive description of the business of Silo together with the Companys filing of the required financial statements for Silo, which filing will be made by appropriate means within 71 calendar days of the filing of this Form 8-K. As of the filing date of this Form 8-K, the audit of the applicable financial statements of Silo remains to be completed.
