Item 2.01 Completion of Acquisition or Disposition of Assets
On August 19, 2021, registrant FISION Corporation (the "Company") completed its
acquisition of Scoreinc.com, Inc ("Score") upon receiving a required certified
audit of Score's financial position, resulting in Score then becoming a
wholly-owned subsidiary of the Company. This acquisition was pursuant to a
Purchase and Sale Agreement ("PSA") entered into on May 30, 2021 between the
Company, Score, and the owner of Score, Joshua Carmona. The PSA was filed as
Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on
June 1, 2021, and is hereby incorporated by reference into this Item 2.01.
Score is a Puerto Rico corporation in good standing, and it provides
business-to-business software solutions in credit repair for approximately 100
US companies. Score owns 100% of its significant subsidiary VIP Solutions LLC.
Score is an Act 73 company under Puerto Rico law, and our acquisition of Score
was conducted to ensure that Score maintains this important Act 73 status after
becoming our subsidiary. Through this Score acquisition, we obtained 21
employees based in Score headquarters in Puerto Rico.
A requirement of this Score acquisition requires us to provide future working
capital to Score of at least $500,000 during the 18 months following the
acquisition, to be used for software development and integration, marketing
expenses, and hiring additional employees as needed. We anticipate that such
funding will support integration of the Fision and Score software platforms to
allow them to be marketed jointly.
A condition of this Score acquisition required that its financial condition and
past operations be audited by a registered CPA firm, which audit has been
completed and is included as an exhibit to this current report.
In consideration for acquiring Score, (i) we issued to Mr. Carmona a Senior
Secured Convertible Promissory Note in the principal amount of $500,000,
maturing in two years, and convertible into common stock of the Company at the
higher conversion price of USD $.05 per share or the volume weighted average
price (VWAP) over the last 10 trading days prior to conversion, and (ii) by
March 31, 2023, we will issue and deliver to Carmona an unsecured promissory
note in an amount equal to Score's average gross annual revenue for calendar
years 2021 and 2022, convertible into our common stock at $.20 per share but not
for more than 10 million shares. Incident to accounting for this Score
acquisition, we have recorded the entire amount of the $500,000 Note issued to
Carmona on our balance sheet as a Goodwill asset.
Net tangible assets received by the Company were $56,245 including cash and
accounts receivable of $106,245 offset by $50,000 in assumed liabilities.
Intangible assets from this Score acquisition included all ownership of the
Score software platform and related proprietary development, customer lists and
contracts, all other Score brand and related IP rights, as well as substantial
business goodwill related to the successful ongoing and growing credit repair
business of Score.
The Company has also booked Goodwill for the Score-Inc.com acquisition for
$1,041,096. The acquisition was accounted for using the purchase method of
accounting. Scoreinc.com is a leading industry provider of software and services
that empower credit repair organizations to be compliant and successful.
ScoreCEO, its credit repair business CRM software as a service is the platform
used by many credit repair organizations to achieve success. The purchase of
Score, Inc. was a stock purchase, which includes the acquisition of all assets
and the assumption of certain liabilities of $50,000. The aggregate purchase
price consisted of the following:
Fair value convertible note, with conversion into common stock $ 500,000
Net liabilities assumed
50,000
Contingent consideration liability 491,096
Goodwill for Score-Inc.com acquisition $ 1,041,096
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Mr. Carmona also has consented to become a member of our Board of Directors, and
he has agreed to serve as our Chief Operating Officer (COO) being compensated at
an annual rate of $50,000, with quarterly payments of $12,500 paid through
issuance of our restricted common stock to Mr. Carmona based on the closing
price of such stock on the last trading day of each quarter.
There are no material relationships between the officers, directors and
principal shareholders of FISION and those of Score.
Item 8.01 Other Events
The Company recently improved and uplisted the quotation platform for its common
stock with OTC Market Group, Inc. to its "OTC.QB" quotation system.
Item 9.01 Financial Statements and Exhibits
99.1 Financial statements of Score-Inc.com business acquired.
99.2 Pro Forma Financial Information for acquisition of Score-Inc.com.
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