Aisystems, Inc. (fka ASYI)

[CGardener]

It is extremely difficult to preserve NOLs in a reverse merger situation and there’s no way, IMO, that the ASYI NOLs are worth anywhere near $28m. They’ll be lucky if they are worth in the tens of thousands.

When a change of control happens (which would be the case in a reverse merger) the amount of NOLs that can be used annually by the combined/post-transaction company is limited by IRC 382. An example: if the ASYI fair market value at the time of the r/m was $1m (being very generous) you take $1m and multiply by an IRS-announced statutory interest rate (say 4%) and you would have the ability to use $40,000 each year to offset income. $40,000 x 20 years (the longest you can use NOLs) = $800,000 – that’s the most that would be usable – nowhere near $28m.

There are also “continuity of business” requirements. If the combined/post-transaction company doesn’t continue the ASYI business for 2 years, all of the NOLs go away. And why would anyone want to continue the ASYI business?