v3.19.1

Subsequent Events | 3 Months Ended
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Mar. 31, 2019
Subsequent Events [Abstract] |
Subsequent Events | NOTE 21. Subsequent Events Promissory Note: On April 25, 2019, the Company entered into an unsecured promissory note for $750,000 that is due and payable on May 31, 2019. The note bears no interest but has a fixed fee of $2,500 due at maturity. Proceeds from this note were used to deposit into escrow in connection with the signing of the Simply Mac transaction discussed below. Simply Mac: On May 9, 2019, the Company, Simply Mac, Inc. (“Simply Mac”) and GameStop Corp. (the “Seller”) entered into a stock purchase agreement (the “Stock Purchase Agreement”), pursuant to which the Company will purchase from the Seller all of the issued and outstanding shares of capital stock of Simply Mac (the “Stock Purchase”). Following the Stock Purchase, Simply Mac will be a wholly-owned subsidiary of the Company. Subject to certain working capital, inventory, indebtedness and other adjustments, the aggregate consideration for the Stock Purchase will be equal to $6.9 million plus the value of Simply Mac’s inventory at closing. The consideration will consist of (i) $8.0 million in cash and (ii) a secured promissory note in favor of the Seller. A portion of such cash consideration will be deposited into escrow to secure the indemnification obligations of Simply Mac and the Seller under the Stock Purchase Agreement and for satisfaction of any working capital or inventory adjustments payable to the Company. The Stock Purchase Agreement contains representations, warranties and covenants customary for a transaction of its size and nature. Subject to certain limitations, the parties have agreed to indemnify each other for breaches of their respective representations, warranties, covenants and other specified matters therein. The Stock Purchase Agreement may be terminated at any time prior to closing by mutual written agreement, or by either party (i) if the closing has not occurred on or before August 15, 2019 or (ii) upon breach by the other party of any representation, warranty, covenant or other agreement set forth in the Stock Purchase Agreement, after an opportunity to cure in some cases. Equity Grants: On May 13, 2019, the Company granted 700,000 shares of stock to certain Board members, officers and other employees of the Company. A total of 550,000 shares were immediately vested, with the remaining 150,000 shares vesting equally over three years from the date of grant.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI http://asc.fasb.org/topic&trid=2122774 + Details
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