v2.4.1.9

SUBSEQUENT EVENTS | 9 Months Ended
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Sep. 30, 2014
Notes to Financial Statements |
Note 14 - SUBSEQUENT EVENTS | On October 20, 2014, we issued a 25 shares of restricted Series D Preferred Stock to Sageborne, LLC, a related party, for gross proceeds of $25,000, in accordance of the terms of that certain Securities Purchase Agreement. As part of the transaction, we also issued 25 Series A and 25 Series B five-year warrants to purchase an aggregate total of 100,000 shares of common stock at an initial exercise price of $0.50. On November 24, 2014, we issued 25 shares of restricted Series D Preferred Stock to Pinewood Trading Fund, LLC, a related party, for gross proceeds of $25,000 in accordance of the terms of that certain Securities Purchase Agreement. As part of the transaction, we also issued 25 Series A and 25 Series B five-year warrants to purchase an aggregate total of 100,000 shares of common stock at an initial exercise price of $0.50. On December 18, 2014, the Company issued $172,400 in convertible debentures due June 18, 2015 to Hillair Capital Investments, LP with an original conversion price of $1.00. The debentures are convertible into 172,400 shares of the Company’s common stock. On February 6, 2015, we issued 600,000 shares of restricted common stock to Pinewood Trading Fund, LP, a related party, as consideration for the commercial guarantee on the Company’s accounts receivable revolving line of credit with Third Coast Bank. On March 3, 2015, the Company issued $129,600 in convertible debentures due September 3, 2015 to Hillair Capital Investments, L.P. with an original conversion price of $1.00. The debentures are convertible into a total of 129,600 shares of the Company’s common stock. On March 5, 2015 (“Petition Date”), Assured Pharmacy, Inc. (the “Company”) and its subsidiaries Assured Pharmacy Management, Inc., Assured Pharmacy Dallas, Inc., Assured Pharmacy Boston, Inc., Assured Pharmacy Denver, Inc., Assured Pharmacies, Inc., Assured Pharmacy Gresham, Inc., Assured Pharmacy Kansas, Inc., Assured Pharmacies Northwest, Inc., and CS Compliance Group, Inc., (collectively, the “Debtors”) filed voluntary petitions in the United States Bankruptcy Court for the Eastern District of Texas (the “Bankruptcy Court”) for reorganization relief under the provisions of Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). The Company has requested that the Chapter 11 cases be jointly administered and styled as In re Assured Pharmacy, Inc., et al., Case No. 15-40389 (the “Chapter 11 Cases”). The Debtors will continue to operate their businesses and manage their properties as debtors in possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. The commencement of the Chapter 11 Cases described above constitutes an event of default under the various agreements. As of the Petition Date, there was a total of $3,443,166 in principal payable under these agreements. As a result of the filing of Chapter 11 Case, the Company believes that the ability of the lenders/creditors to seek remedies to enforce their rights against the Company under these and other agreements are stayed and creditor rights of enforcement against the Debtors are subject to the applicable provisions of the Bankruptcy Code. In conjunction with the filing of the Chapter 11 Cases on March 5, 2015, the Company executed an Equity Purchase Agreement with Precise Analytical, LLC, a private Delaware limited liability company (“Precise”), the effectiveness of which is subject to the entry of a Confirmation Order of the Bankruptcy Court approving the Debtors’ proposed plan of reorganization. The proposed plan and a proposed disclosure statement were filed with the bankruptcy petitions, and the Debtors have asked for expedited consideration of the disclosure statement. Upon the effective date of the bankruptcy plan, if approved by the Bankruptcy Court, Precise shall receive 100% of the shares of the reorganized Company’s common stock for a purchase price to be calculated based on a base purchase price of $11,500,000 with deductions from the purchase price for the Company’s debt outstanding under the DIP Facility (as defined in the Equity Purchase Agreement) and the amount, if any, by which the Target Working Capital exceeds the Closing Working Capital (such terms are defined in the Equity Purchase Agreement) and with an addition to the purchase price for the amount, if any, by which the Closing Working Capital exceeds the Target Working Capital. Upon payment of the purchase price, the Company will contribute the proceeds to the Plan Escrow and the Professional Fee Escrow. Additional adjustments to the purchase price may be made within 90 days after the closing date, depending on the Company’s balance sheets (including the subsidiaries’ balance sheets) and the actual amounts of the Closing Working Capital, cash and the amounts paid in cash pursuant to the plan. The proceeds in the Plan Escrow will then be distributed to pay creditors and certain interest holders pursuant to the plan. On March 6, 2015, in conjunction with the filing of the Chapter 11 Cases (defined above) and the execution of the Equity Purchase Agreement, we entered into a Debtor in Possession loan agreement in the amount of $1,500,000 with Precise Analytical, LLC due June 5, 2015. The note bears an interest rate of 10% per annum. As of April 16, 2015, the outstanding balance on the loan was $0.00. On April 14, 2015, we received an order approving Disclosure Statement, on a final basis, and confirming Joint Chapter 11 Plan of Reorganization from the United States Bankruptcy Court for the Eastern District of Texas Sherman Division. On April 16, 2015, the Company completed the equity sale of 100 % of the post bankruptcy common stock to Precise Analytical, LLC ., in accordance with the terms of the Equity Purchase Agreement and as a result of the transaction became a private company.

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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 No definition available. + Details
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