Yes, I thought he did, too. Strange. Here is the opinion of our lurking Legal Chickeratus:
CSHK's latest press release was difficult to understand. It stated that the 11th Hour
preferred was the sole consideration going to Merced for the license, then it said that
11th Hour had assumed a $250,000 promissory note to which the license was subject
in lieu of the $250,000 cash payment.
This raises a bunch of questions. First, the fact that EHI assumed a note means that the
preferred stock was not the sole consideration. I'm willing to give them the benefit of
the doubt and attribute this error to an honest mistake.
Second, assuming a note means that there was a note out there in the first place. If the
cash payment had been replaced with a note the PR would have said that, instead of a
cash payment, EHI issued a promissory note, not assumed one. If EHI is assuming a
note, it means that it is probably a note that Merced was obligated to pay. The license
is subject to the note, which means that Merced must have purchased the software
license from another party in exchange for the note or posted the license as collateral
for the note. So, who the hell developed the software? Or, why didn't they disclose the
lien on the software? And if EHI defaults on the note, does it mean they lose the
license? What happens to the preferred stock in this case? Etc. Etc.
There really does seem to be quite a lot that's not being disclosed, doesn't there? |
