Note 1 - Formation and Background | DE Acquisition 6, Inc. (the "Company") was incorporated in Delaware on February 24, 2010, with an objective to acquire, or merge with, an operating business. As of November 30, 2015, the Company had not yet commenced any operations. Effective December 7, 2015, the Company approved, through unanimous vote of the directors and shareholder of the Corporation, the change of the Corporation's name to FISION Corporation. The Corporation filed an Amendment to the Articles of Incorporation with the State of Delaware reflecting such change. On December 8, 2015, Fision Holdings, Inc., a Minnesota corporation (the "Company" or "Fision") entered into an Agreement and Plan of Merger (the "Merger Agreement") with FISION Corporation, formerly DE Acquisition 6, Inc., a Delaware corporation ("FISION DE"), and DE6 Newco Inc., a Minnesota corporation ("Newco") as a wholly-owned subsidiary of FISION DE, providing for the merger of Newco with and into Fision (the "Merger"), and resulting in Fision surviving the Merger as a wholly-owned subsidiary of FISION DE. The Merger Agreement was approved by Fision's Board of Directors and shareholders and by FISION DE as sole shareholder of Newco and Newco's Board of Directors pursuant to Minnesota law, and by the Board of Directors of FISION DE pursuant to Delaware law. The Merger was closed and became effective on December 28, 2015. At the effective time of the Merger, each share of Fision common stock issued and outstanding immediately prior to the effective time of the Merger (except for any stockholders who properly exercised and perfected dissenting appraisal rights under Minnesota law) was converted automatically into the right to receive one share of common stock of FISION DE. All derivative securities of Fision exercisable, convertible or exchangeable into its common stock were also exchanged for similar derivative securities of FISION DE based upon equivalent share amounts, exercise or conversion prices, and other terms as existed under the pre-merger derivative Fision securities. After the effective time of the Merger, the pre-Merger shareholders of FISION DE plus holders of reserved derivative shares of FISION DE represent five and one-half percent (5.5%) of its post-Merger outstanding common shares and reserved derivative shares; and the pre-Merger shareholders of Fision plus holders of reserved derivative shares of Fision represent ninety-four and one-half percent (94.5%) of the post-Merger outstanding common shares and reserved derivative shares of FISION DE. Following the Merger, 29,145,090 common shares of FISION DE are outstanding, including 300,000 common shares owned by pre-Merger shareholders of FISION DE and 28,845,090 common shares owned by pre-Merger shareholders of Fision. In addition, a total of 7,224,201 common shares of FISION DE have been reserved for exercise, conversion or exchange of stock options, warrants, convertible debt and any other derivative securities resulting from the Merger, including 1,700,311 shares reserved for pre-Merger FISION DE derivative securities and 5,523,890 shares reserved for pre-Merger Fision derivative securities. |