15. Stock Purchase Agreement - Delphiis, Inc. | 15. STOCK PURCHASE AGREEMENT DELPHIIS, INC. As previously disclosed in our Current Report on Form 8-K, filed with the SEC on July 8, 2014, on July 7, 2014 we entered into a Stock Purchase Agreement (the Agreement) with Delphiis, Inc., a California corporation (Delphiis), certain stockholders of Delphiis (the Stockholders), and Mike Gentile, as seller representative (Gentile). By agreement of the parties, the effective date of the Agreement was July 1, 2014. Pursuant to the Agreement, we acquired 100% of the issued and outstanding shares of common stock (the Shares) of Delphiis from the Stockholders. The purchase price paid for the Shares consisted of three components: the Securities Consideration, the Cash Consideration, and the Debt Assumption. - The Securities Consideration consisted of 930,406 shares of our common stock, which was the number of shares having an aggregate value of $1,250,000, with the price per share equal to the average of the closing price of our common stock on the OTC Markets for the 20 most recent trading days prior to the closing date, rounded up to the nearest whole number of shares. - The Cash Consideration was equal to $1,000,000. - The Debt Assumption was equal to $463,723 which was owed by Delphiis to Gentile and two other parties. By way of background, of such amount, $363,723 is represented by certain amended and restated promissory notes (the Notes) dated of even date with the Agreement, which bear interest at the rate of 4% per annum, and pursuant to which Delphiis was to make quarterly interest-only payments on the total principal amount outstanding at the end of each calendar quarter. The Notes have a maturity date which is 24 months from the date of the Agreement and contain no prepayment penalty. Pursuant to the terms of the Notes, Delphiis will accelerate payment on (i) fifty percent (50%) of the outstanding amount due under such Notes at such time as Delphiis achieves $1,500,000 of bookings measured from the date of the Agreement, and (ii) the remaining fifty percent (50%) will be paid at such time as Delphiis achieves $4,000,000 of bookings measured from the date of the Agreement, all as set forth in the Notes. Delphiis also agreed to pay the remaining $100,000 to Gentile and the other noteholders upon Delphiiss collection of $100,000 from accounts receivable outstanding as of June 30, 2014. Pursuant to the Agreement, Auxilio, as the sole owner of Delphiis, agreed to assume the obligations of Delphiis and to make the payments pursuant to the terms of the Notes. The allocation of the purchase price of the assets acquired and liabilities assumed based on their fair values was as follows: Acquired technology $900,000 Customer relationships 400,000 Trademarks 50,000 Non-compete agreements 20,000 Goodwill 956,639 Other assets received 376,775 Deferred revenue (154,089) Notes payable (424,000) Other liabilities assumed (113,325) Total $2,012,000 Purchased identifiable intangible assets are amortized on a straight-line basis over the respective useful lives. Our estimated useful life of the identifiable intangible assets acquired ranges from 1.5 to 10 years. We recognized goodwill of $956,639. Goodwill is recognized as we expect to be able to realize synergies between the two companies, primarily our ability to provide market and reach for the Delphiis products and services to Auxilios customers. The Company incurred approximately $98,000 in legal, accounting and other professional fees related to this acquisition, all of which were expensed during the nine months ended September 30, 2014. Escrow Agreement In connection with the Agreement, we entered into an escrow agreement with the Stockholders and Colonial Stock Transfer (the Escrow Agent), pursuant to which we deposited $100,000 of the Cash Consideration into an escrow to be held by the Escrow Agent to cover any indemnification claims made pursuant to the Agreement. Under this escrow agreement, if no indemnification claims have been made prior to July 7, 2015, the Escrow Agent is to release the escrowed funds to the Stockholders. On July 28, 2015, the remaining $100,000 was distributed to the Stockholders by the Escrow Agent. Employment Agreement In connection with the Agreement, we entered into an employment agreement with Mr. Gentile (the Gentile Employment Agreement), pursuant to which Gentile was employed to serve as our Executive Vice President of Innovation and Security. The initial term of the Gentile Employment Agreement is for three years (unless sooner terminated), and automatically renews for subsequent twelve-month periods unless either party determines to not renew. Gentiles base annual salary will be $200,000, and Gentile will be eligible to receive incentive compensation. Pursuant to the Gentile Employment Agreement, Gentile also received 400,000 restricted shares of our common stock, vesting as follows: 100,000 shares will vest 2 years from the date of the Gentile Employment Agreement; 100,000 shares will vest 3 years from the date of the Gentile Employment Agreement; 100,000 shares will vest 4 years from the date of the Gentile Employment Agreement; and 100,000 shares will vest 5 years from the date of the Gentile Employment Agreement (see Note 4). Pro Forma Information The following supplemental unaudited pro forma information presents the combined operating results of the Company and the acquired business during the three and six months ended June 30, 2015 and 2014, as if the acquisition had occurred at the beginning of each of the periods presented. The pro forma information is based on the historical financial statements of the Company and that of the acquired business. Amounts are not necessarily indicative of the results that may have been attained had the combinations been in effect at the beginning of the periods presented or that may be achieved in the future. Three Months Ended June 30 Six months Ended June 30, 2015 2014 2015 2014 Pro forma revenue $15,616,530 $10,714,367 $29,464,445 $21,215,447 Pro forma net loss $(649,736) $(41,576) $(682,279) $(35,297) Pro forma basic net loss per share $(0.03) $(0.00) $(0.03) $(0.00) Pro forma diluted net loss per share $(0.03) $(0.00) $(0.03) $(0.00) |