Walker Innovation Inc fka WLKR

[db7]

"Item 1.01 Entry into a Material Definitive Agreement.



Walker Innovation Inc. (the “Company”) entered into a Redemption Agreement dated as of June 2, 2017 (the “Redemption Agreement”) with The Upside Commerce Group, LLC (f/k/a Flexible Travel Company, LLC) (“Upside”), a company affiliated with Walker Digital, LLC (“Walker Digital”) the Company's controlling stockholder, to redeem 12,650,000 Upside Class A Common Shares. Simultaneously with the redemption on June 2, 2017, the Company acquired the Upside Class A Common Shares at a price of $0.06 per share pursuant to a warrant (the “Warrant”) previously granted to the Company by Jay S. Walker, the controlling stockholder of Walker Digital. The Upside Class A Common Shares were redeemed at $1.43182745 per share as approved by the Company’s Audit Committee and Board. Net proceeds from the transaction after giving effect to fees and the exercise price was approximately $16.8 million. After giving effect to the transaction described above, the Company no longer retains an equity interest in Upside.
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