Equity-For-Debt Exchange and Asset Purchase Agreement with Hillair Capital Management LLC
As previously reported in a Current Report on Form 8-K filed by Content Checked Holdings, Inc. (the “Company”) on July 10, 2017, on September 3, 2015, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Hillair Capital Investments LP (“Hillar Investments”) and its assignee Hillair Capital Management LLC (“Hillair Management”) (Hillair Investments and Hillair Management are hereinafter collectively referred to as “Hillair”) pursuant to which Hillair purchased from the Company an 8% Senior Secured Convertible Debenture due July 1, 2017 in the principal amount of $5,040,000 (the “Debenture”).
On or around October 1, 2016, and from time to time thereafter, monetary and non-monetary defaults under the Debenture occurred, which resulted in Hillair demanding that the Company immediately pay to Hillair all sums due and owing to Hillair under the Debenture. Because of the Company’s compromised financial condition due to the misappropriation of its cash by its former Chief Executive Officer, Kristian Finstad, the Company could not pay Hillair the demanded sums.
On January 23, 2017, Hillair filed an action in the Los Angeles County Superior Court-West District (the “Court”) for the purpose of securing payment of the sums due and owing Hillair under the terms of the Debenture (the “Action”). In the Action, Hillair sought and obtained an order appointing a receiver over all of the assets of the Company (the “Company Assets”), and the court appointed receiver (the “Receiver”) took possession of the Company Assets.
On June 26, 2017, the Court entered an order against the Company granting Hillair a judgment against the Company in the amount of $7,114,625.43 (the “Judgment”). Concurrently, the Company Assets were sold by the Receiver to Hillair for the sum of $200,000.
On October 9, 2017, the Company, Hillair, and an affiliate of Hillair (Content Acquisition Company, Inc.) entered into an Equity-For-Debt Exchange and Asset Purchase Agreement (the “Exchange and Asset Purchase Agreement”) pursuant to which Hillair and Content Acquisition Company, Inc. have agreed to:
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(1)
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satisfy the Judgment in exchange for three percent (3%) of the Company’s issued and outstanding common stock on the date of the closing of the transactions contemplated by the Exchange and Asset Purchase Agreement; and
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(2)
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sell to the Company the Company Assets for the sum of Three Hundred Fifty Thousand Dollars ($350,000).
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The transactions contemplated by the Exchange and Asset Purchase Agreement are scheduled to close on or before November 17, 2017. Upon the closing of the transactions contemplated by the Exchange and Asset Purchase Agreement, the Company will, among other things, derecognize and remove the Judgment as a liability from its balance sheet, and expects to record $7,114,625 of additional shareholders’ equity.