Explanation of Merger from July 20, 2016 SEC Filing "Unaudited Financial Statements"
"Current Operations
"On June 30, 2016, pursuant to an Asset Purchase Agreement (the “APA”), MemReg, Inc. (the “Company”) acquired all the assets and assumed certain liabilities of ORhub, LLC (“ORhub”) including its name, business, technology, website and patents (see Note 3). Immediately subsequent to the closing of the APA, the Company consummated a tax free split-off (“Split-off”) of its wholly owned subsidiary, Memorability Registry Corp. (“MRC”) to 22 common and preferred stockholders (see Note 4).
"Under the terms of the APA, the former ORhub stockholders held approximately 88% of the common stock of the Company immediately after the closing of the APA. For accounting purposes, ORhub will be
deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of the Company. Accordingly, ORhub’s assets, liabilities and results of operations will become the historical financial statements of the Company and the Company’s assets, liabilities and results of operations will be consolidated with ORhub effective as of the date of the closing of the APA.
"No step-up in basis or intangible assets or goodwill will be recorded in this transaction. (see Note 3). With the acquisition of ORhub and the Split-off of MRC, the Company is now continuing to develop the
ORhub System. Initially conceived in 2012, ORhub has developed a proprietary cloud-based application that it believes significantly improves the productivity and accountability of implant based orthopedic and cardiac operations. ORhub’s software is 100% cloud-based and will be sold on a subscription basis.
"ORhub believes that its software’s cost will be more than justified by accelerating billing and inventory control. Therefore, users get all the benefit of the productivity and information gains for free. ORhub plans to provide a uniform interface platform for surgery which leverages the power of process and data analytics, providing hospitals and medical device vendors with modeling and predictive analytics that will transform their surgery business and lower the cost of care. ORhub is currently in the last stages of developing it production software and expects to introduce it in production use in September 2016."
