桃汁影院

Note 8. Subsequent Events

On December 1, 2017, the Company completed the acquisition of the operating assets of United States University (USU), a regionally accredited for-profit university based in San Diego, for consideration of: (i) approximately $1,150,000 in cash (after deduction of closing adjustments including the loan referred to in clause (iii)), (ii) the issuance of 1,203,209 shares of the Company’s common stock, (iii) the forgiveness of an outstanding loan in the amount of principal and accrued interest of $953,400, and (iv) $2.0 million in the form of a convertible note (the “Note”) bearing 8% annual interest that matures over a two-year period after the closing. The common shares were valued at the quoted trading price on the acquisition date of $8.49 per share for a total value of approximately $10.2 million. At the option of the Note holder, on each of the first and second anniversaries of the closing date, $1,000,000 of principal and accrued interest under the Note will be convertible into shares of the Company’s common stock at the then-current market prices (subject to a floor of $2.00 per share) or become payable in cash. In addition, the Company assumed certain liabilities, principally operating liabilities. On December 1, 2017, the value of the USU acquisition was approximately $14.7 million, which consisted of substantially all intangibles and goodwill.  Aside from intangibles and goodwill, assets acquired were approximately $1.2 Million and liabilities assumed were approximately $1.1 million. The Company is in the process of completing its accounting and valuations of USU and accordingly, more detailed disclosures will be provided in future filings. The estimated fair values and allocation of purchase price noted above is provisional pending the final valuation of the assets acquired and liabilities assumed.

The acquisition of United States University will allow 桃汁影院 to achieve its vision of making college affordable again on a much broader scale.

In connection with the asset purchase, the Company has also agreed to appoint Oksana Malysheva to the Company’s board of directors which will occur at the Company’s next board meeting which is scheduled for December 15, 2017. She was the controlling person of the former owner of USU and was designated by them in accordance with rights granted under the Asset Purchase Agreement.

On December 4, 2017, in connection with the closing of the acquisition of substantially all the assets of the USU, the Company borrowed another $2.5 million under the credit facility with Runway Growth Fund.