CashByers, have you ever read something written in Legalese and reached the conclusion that the particular sentence carries one of two diametrically opposite meanings, but you can't figure out which of the two meanings has been intended? I present to you this sentence from the Asset Purchase Agreement, and I'll challenge you to tell me whether the intent of the sentence is to say that the inventory and the rights to the Magnavape settlement are included or are not included as part of the million dollars transaction price. Here comes a sentence from Section 1.01:
The Parties hereto acknowledge and agree that Seller is not selling, assigning, transferring, or conveying to Buyer any other assets other than the Purchased Assets, including inventory and further including any rights to recovery in connection with that certain lawsuit filed by the Company on November 4, 2015 in the Superior Court of California, County of Orange, Case Number 30-2015-00818492-CU-BC-CJC against Kevin Crump, an individual, Magnavape, Inc. and Magnavon, Inc.
The "including" clause is intended to modify either the phrase "any other assets" or the phrase "Purchased Assets," and each time I read it, I decide differently. If by some miracle the inventory were not included as part of the million dollars, given how sales slacked off in the second fiscal quarter, there may be a lot of inventory that will be sold in the winding-down process. The reason I think that this may be the intended meaning of the Legalese is that earlier in that paragraph (not shown here) the description of Purchased Assets was focused upon the intellectual property.
As I've written a few times today, very little is making sense. Your construction of the situation, namely that some very unsavory behavior has occurred, may well be right, but it would be so blatant that IMHO there's no way that anybody could imagine that they could get away with it. Kyle is young and he knows he'll be relating to the investing public again sometime, so he's not, again IMHO, going to throw away the rest of his career for what must be relatively small dollars now.
The proxy materials will make for fascinating reading...maybe.
