ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
1.An aggregate of 3,960,344 shares of Buyer's common stock to be issued to the
Company's shareholders of record on the Record Date of
2.An Anti-Dilution Agreement providing for certain protections for the Parallax Shareholders; and
3.A corporate Promissory Note in the principal sum of
4.A royalty of two and one-half percent (2.5%) of Net Proceeds from the monetization of the Intellectual Property, as defined within the Royalty Agreement.
The foregoing disclosure set forth in this Section 1.01 does not purport to be complete, and is qualified in its entirety by reference to the Intellectual Property Purchase Agreement filed herewith as Exhibit 10.1 of this Current Report and incorporated by reference herein.
Purpose and Consideration
Parallax has entered into this transaction to help the Company meet its financial obligations and generate value for its shareholders.
DHPI has entered into this transaction in an effort to monetize the Intellectual Property through licensing and joint ventures, and to prosecute possible infringement through litigation.
The consideration provided to Parallax has been based upon potential sources of revenues for the Intellectual Property from prospective licensing and recovery of financial damages from infringement.
AboutData Health Partners
The primary focus of the
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
The disclosures set forth in Item 1.01 are incorporated into this Item 2.01 by reference.
ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro Forma Financial Information.
Pro forma financial information relative to the disposition transaction is not included in this Current Report on Form 8-K. Such pro forma financial information will be filed within 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits. Exhibit Number Description of Exhibit Filing Reference 10. 1 Intellectual Property Purchase Filed herewith. Agreement
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
© Edgar Online, source