COPSYNC, INC. (NASDAQ:COYN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Entry into a Material Definitive Agreement.
Item 2.01
Completion of Acquisition or Disposition of Assets.
As previously reported, on September 29, 2017, COPsync, Inc. (the “Company”) filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Eastern District of Louisiana. The Chapter 11 case is captioned In re COPsync, Inc., Case No. 17-12625.
On November 22, 2017, the Bankruptcy Court entered an order (the “Sale Order”) authorizing and approving the sale of the assets of the Company, with certain exceptions, to Kologic Capital, LLC to Section 363 of the Bankruptcy Code and authorizing the Company to execute an Asset Purchase Agreement governing the terms and conditions of the sale. A copy of the Sale Order (without exhibits) is filed as Exhibit 99.1 under Item 9.01 of this report, and is incorporated herein by reference.
On November 22, 2017, the Company closed the sale in accordance with the Sale Order and to the Asset Purchase Agreement. A copy of the Asset Purchase Agreement, dated as of September 29, 2017, and executed on November 22, 2017, is filed as Exhibit 99.2 under Item 9.01 of this report, and is incorporated herein by reference. Exhibit C (Seller’s Contracts) to the Asset Purchase Agreement has been sealed by the Bankruptcy Court and is excluded from Exhibit 99.2.
Except for the assets expressly excluded from the sale, as described below, in the transaction the Company sold all of its assets to the purchaser, including but not limited to:
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All cash and cash equivalents, securities, investments, deposits and funds held in escrow, including lease deposits. |
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All of the furniture, fixtures, equipment and other tangible personal property of the Company used in the business and situated in the Company's office locations. |
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All of the Company's right, title and interest in and to the Company's contracts. |
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All of the Company's right, title and interest in and to those patents registered in the name of the Company used in the operation of the business. |
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All of the Company's patents, trademarks and other intellectual property and all accessions, additions, replacements, and substitutions thereto. |
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All of the Company's intangible rights and property of the Company used in the operation of the business and the good-will and going concern of the Company in relation to the business. |
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All books and records of the Company used in the operation of the business. |
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All claims of the Company against third persons, other than tort claims and claims under Chapter 5 of the Bankruptcy Code. |
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All accounts receivable of the Company for services rendered prior to the closing. |
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Capital stock of or owned by the Company. |
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All rights under contracts of the Company. |
The excluded assets retained by the Company following the transaction comprise:
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All claims of the Company for refunds of taxes and tax credits and other governmental charges of whatever nature related to any period prior to the closing. |
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Tort and Chapter 5 claims. |
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All bank, brokerage and similar accounts and all lockboxes in the name of the Company. |
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The minute books, stock records and corporate seal of the Company. |
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All insurance benefits relating to any period prior to the Closing, including rights and proceeds arising from or relating to the assets. |
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Brandon-CoPsync, LLC receivable. |
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Vehicles and other rolling stock. |
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All privileged communications. |
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All rights related to the Company's relationships with counsel. |
The Company’s books and records deemed necessary for the ongoing administration of the Bankruptcy Case are retained by the Company and will be transferred to purchaser following the completion of the Company's administration of the Bankruptcy Case.
The consideration received or to be received by the Company in the transaction consists of (1) credit for satisfaction of indebtedness of $1,000,000 previously acquired by purchaser from another of the Company’s creditors, (2) cash of $600,000 payable within 60 days of the closing, (3) assumption of $300,000 of the Company’s debtor in possession indebtedness, and (4) an equity component in purchaser’s parent company assigned a minimum value of $500,000.
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Item 9.01 |
Financial Statements and Exhibits. |
COPsync, Inc. ExhibitEX-99.1 2 ex99-1.htm EX-99.1 Exhibit 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF LOUISIANA In re COPsync,…To view the full exhibit click here
About COPSYNC, INC. (NASDAQ:COYN)
COPsync, Inc. operates a law enforcement mobile data information system in the United States. The Company provides COPsync Network service, which is a real-time, in-car information sharing, communication and data interoperability network, which is delivered through software as a service. The Company offers the COPsync911 threat alert service for use in schools, hospitals, day care facilities, Government office buildings and other facilities. The COURTsync service enables judges and court personnel to instantly send emergency alerts directly to the closest law enforcement officers in their patrol vehicles and to the local 911 dispatch center, from any computer within the facility. The Company also augments other services with its own law enforcement in-car video system, named VidTac. The Company’s VidTac is an in-vehicle video system, software driven, digital in-car video system for law enforcement.
