Arax Holdings Corp (ARAT)

Case A-20-825346-B in the
Eighth Judicial District Court Portal
https://www.clarkcountycourts.us/Portal/

11/24/2020 
Motion for Appointment of Custodian

12/30/2020
Order 201230 - ARAX Order Appointing Custodian
            Parties Present 9:30 AM: Chasey, Peter L. - Attorney (Lazar's Attorney)
            Minutes: All appearances made via the BlueJeans Videoconferencing Application. Colloquy regarding typographical error in pleadings that changed "ARAX" to "ARAT". Court stated its findings and ORDERED, Motion for Appointment of Custodian GRANTED. Mr. Chasey to prepare the order and clarify the typographical error.

1/11/2021
Motion for Order
Motion to Require Written Proofs of Claim

01/12/2021
Clerk's Notice of Hearing
            Clerks Notice of Hearing

01/13/2021
Certificate of Service
            Certificate of Service

02/18/2021
Motion  (9:30 AM) (Judicial Officer Allf, Nancy)
            Motion to Require Written Proofs of Claim
            There being no opposition, Motion Granted

03/23/2021
Affidavit of Publication
Filed by Scott Sibley, Publisher of Nevada Legal News

03/31/2021
Motion for Order
Motion to Bar Unasserted Claims and Terminate Custodianship     

03/31/2021
Clerk's Notice of Hearing 
"Please be advised that the Motion to Bar Unasserted Claims and Terminate above-entitled matter is set for hearing as follows
   Date:      May 5, 2021
   Time:      9:00 AM"
   Location:  RJC Courtroom ...."

04/20/2021
Status Check 

Judicial Officer
Allf, Nancy

Hearing Time
3:00 AM

Comment
wirtten proofs of claiim (that is how the clerk wrote that sentence)

Journal Entry
"Court further finds after review that on March 31, 2021 a motion to bar unasserted claims and Terminate Custodianship was filed. The motion stated that the Custodian served Notice of Entry of Order via publication, which was completed on March 23, 2021. The Motion also stated that no proofs of claim have been filed or otherwise submitted to the Custodian."
 

 05/05/2021
Motion

Judicial Officer
Allf, Nancy

Hearing Time
9:00 AM

Comment
Motion to Bar Unasserted Claims and Terminate Custodianship     

05/05/2021 Order
Order barring unasserted claims and terminating custodianship.

“Pursuant to a revision to a certain Consulting Agreement dated October 8, 2013, between Thru Pharma and Strategic Universal Advisors, LLC (“Strategic”), as amended effective January 17, 2014, on or about February 9, 2015, and most recently on October 20, 2015, with full effect as of April 1, 2015 (the “Consulting Agreement”), Thru Pharma and Strategic agreed that the intent of the Consulting Agreement ab initio was to provide Strategic with a 3% equity ownership of Thru Pharma in the event that a PUBCO M&A transaction did not occur prior to the end of the Consulting Agreement. Thru Pharma and Strategic agreed and stipulated that 753,504 shares of the Company would equal 3% of Thru Pharma as the equity payment under the Consulting Agreement, with transfer subject to the further provisions stated below. As Thru Pharma was the sole beneficiary of the services provided by Strategic under the Consulting Agreement, no part of the value of the consideration for services provided under the Consulting Agreement has been recognized as an expense by the Company.

In connection with earlier amendments to the Consulting Agreement, Strategic granted to Mr. Keough, a control person of the Company and Thru Pharma, an irrevocable proxy (the “Irrevocable Proxy”), to vote all of the common stock in the Company under certain conditions. That proxy no longer exists under the terms of the most recent amendment.

As part of the currently amended Consulting Agreement, Thru Pharma agreed to transfer 753,504 Company shares to Strategic upon the closing of a merger or acquisition (an “M&A Transaction”) of a public entity, resulting in Thru Pharma being the controlling owner of the entity that was the subject of the M&A Transaction, and Thru Pharma would cause such entity to also issue to Strategic a stock warrant to purchase 600,000 (six hundred thousand) shares of common stock of the entity that was the subject of the M&A Transaction. Such warrant will be of five-year duration, exercisable at $0.10 per share, and shall vest in four equal amounts of 150,000 shares with the first annual vesting to occur 60 (sixty) days following the completion of the PUBCO M&A Transaction, as well as other routine terms.”

“Effective July 1, 2015, Arax and Catalyst Funding, LLC, entered into an Original Issue Discount Revolving Secured Convertible Promissory Note (the “Catalyst Note”) and a Securities Purchase Agreement (the “Catalyst SPA”). The transaction is secured by a grant of security interest to 100% of the Company stock held by or for Thru Pharma. The Catalyst Note and Catalyst SPA are intended to facilitate funding essential work relating to reporting and accounting costs. The total available funds are $200,000, and the Company has only drawn $75,000, and for which the Company is obligor. A Commitment Fee of Company stock in the amount of 35,294 shares was authorized for issue to Catalyst as part of the transaction recorded as an initial debt discount of $14,118. In the event that the Company is unable to timely make payments under this Agreement, Catalyst has the option of gaining control of the Thru Pharma shares in the Company.

On March 1, 2017, the Company’s majority shareholder, Thru Pharma LLC entered into a merger agreement with Kasten, Inc., a Nevada corporation (“Kasten”), whereby Kasten was the surviving corporation. As part of the merger agreement, the shares in the Company held by Thru Pharma were withheld from the agreement and the Company was no longer identified as a subsidiary of Thru Pharma thereby effectively spinning out the Company and excluding it from the surviving entity.  Kasten has been identified as party to and co-guarantor of the Catalyst note.  The Company is in the process of settling the note with Catalyst whereby funds used to satisfy the note are being provided by its Chief Executive Officer, Steven J. Keough whereas Mr. Keough will be effectively purchasing the 8,000,000 common shares in the Company and the Arax Holdings Corp receivable (listed on the books of the Company as a related party payable in the amount of $211,149 for the nine months ended July 31, 2016) in exchange for extinguishing the note.  The 8,000,000 shares are currently collateralizing the Catalyst loan. Upon satisfaction of the note, the Company’s related party payable will be due to Mr. Keough, and he will become the majority shareholder in the Company.