The U.S. Bankruptcy Court issued an order approving COPSync’s sale of assets free and clear with liens, claims and encumbrances, attaching to the proceeds, approving purchase agreement, determining that the purchaser is a good faith purchaser (pursuant to Section 363, approving the assumption and assignment of certain contracts and leases and abrogating the Bankruptcy Rule 6004(h) stay of the order. The order states, “Debtor is authorized to execute and consummate that certain Purchase Agreement…to Kologik Capital, LLC (the ‘Successful Bidder’), or its assigns, as provided for in the Purchase Agreement, free and clear of any liens, claims, interests or other encumbrances except as otherwise provided in the Purchase Agreement.”
As previously reported, “After expressing a serious interest in the COPsync, Kologik began a due diligence process that recently culminated in that certain Asset Purchase Agreement dated September 29, 2017 (the ‘Stalking Horse APA’) by and between the COPsync, on the one hand, and Koligik’s wholly owned subsidiary, Kologik Capital, (the ‘Purchaser’), on the other. Through the Stalking Horse APA, COPsync will sell its assets in return for a combination of credit, cash and equity. In addition to the Stalking Horse APA, Purchaser purchased an assignment of the Dominion Credit Facility from Dominion on September 29, 2017 and, as a result, is now the holder of that credit facility.”
In addition, “As of the date of the filing of the petition, Purchaser is credit bidding the sum of $1,000,000 as a part of its bid under the Stalking Horse APA. Relatedly, Kologik (Purchaser’s parent) agreed to assist in funding COPsync’s emergency cash needs through (i) a secured note in the amount of $15,000 issued September 22, 2017, and (ii) a secured note in the amount of $16,597.46 issued September 25, 2017 (collectively, the ‘Kologik Secured Notes’) that were perfected by a UCC-1 filed in Delaware on September 25, 2017. Finally, Kologik (Purchaser’s parent) agreed to assist COPsync with its postpetition cash needs by helping fund a $300,000 D.I.P. Loan through an affiliated company, Kologik Financing Partners (‘KFP’).”
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