XML 27 R15.htm IDEA: XBRL DOCUMENT v3.7.0.1
Subsequent Event
6 Months Ended
Jun. 30, 2017
Subsequent Events [Abstract]  
Subsequent Event

Note 8. Subsequent Event

 

On July 31, 2017, the Company received a written alert from Nasdaq Listing Qualifications that our closing bid price for the last 30 consecutive days was less than $1.00 per share. As a result the Company is below the continued listing requirement to maintain a minimum bid price of $1.00 per share as set forth in Nasdaq Listing Rule 5550(a). However, Nasdaq Listing Rule 581 (c) (3)(A) provides a compliance period of 180 calendar days to regain compliance. If at any time during this 180 day period the closing bid price is at least $1.00 for a minimum of 10 consecutive business days, the Company will regain compliance.

 

On August 11, 2017, the Company consummated a Stock Purchase Agreement pursuant to which its Chief Executive Officer (“CEO”) acquired all of the outstanding capital stock of three of the Company’s subsidiaries, Abbey Technology GmbH, Horizon Globex GmbH, and Horizon Globex Ireland Ltd., and approximately 99.7% of the outstanding shares in One Horizon Group PLC (collectively, the “Acquired Entities”) from the Company in consideration for the forgiveness of approximately $2.0 million due from the Company to its CEO. In connection with the transaction, the CEO and the Acquired Entities released the Company and its remaining subsidiaries (the “Excluded Entities”) from any claims outstanding as of the date of the transaction and the Company and the Excluded Entities released the Acquired Entities from any outstanding claims.

 

In contemplation of the Stock Purchase Agreement certain intellectual property was transferred among the Acquired Entities and the Excluded Entities such that each could continue the business contemplated to be carried on after the transaction was consummated;

 

Upon conclusion of the Stock Purchase Agreement the CEO resigned from all positions held within the Company and the Excluded Entities.

 

Unaudited Pro Forma Condensed Balance sheet as of June 30, 2017, showing the effect of the above sale of the Acquired Entities:

  

In $ thousands   As reported     Proforma adjustments     Revised  
                   
Current assets:   $ 1,562     $ (1,357 )   $ 205  
                         
Property and equipment, net     27       (25 )     2  
Intangible assets, net     7,231       (1,082 )     6,149  
Investment     18       (18 )     0  
                         
Total assets   $ 8,838     $ (2,482 )   $ 6,356  
                         
Liabilities and Stockholders’ Equity                        
                         
Current Liabilities:   $ 7,057     $ (2,345 )   $ 4,712  
                         
Long-term liabilities     151       (151 )     0  
                         
Total liabilities   $ 7,208     $ (2,496 )   $ 4,712  
                         
Total Stockholders’ equity   $ 1,630     $ 14     $ 1,644  
                         
Total liabilities and equity   $ 8,838     $ (2,482 )   $ 6,356