Get Started for Free Contexxia identifies hard-to-find pieces of information in SEC filings. No more highlighters, no more redlining, no more poring over huge documents. iSatori, Inc. (741114) 10-Q published on Aug 13, 2015 at 4:15 pm
The Agreement contains certain termination rights for both the Company and FitLife including, but not limited to, in the event that (i) the Merger has not been consummated on or prior to September 30, 2015 (subject to certain extensions); (ii) the other party materially breaches its representations or covenants and such breach is not, or is not capable of being, cured within 30 days of notice; (iii) the Companys shareholders fail to approve the Merger; or (iv) the other partys board of directors makes Change of Recommendation (as defined in the Merger Agreement), or fails to reaffirm its recommendation following receipt of an Acquisition Proposal (as defined in the Merger Agreement). In addition, prior to obtaining shareholder approval of the Merger and subject to the payment of a termination fee, the Company and FitLife each may terminate the Agreement in order to enter into an agreement for a Superior Proposal (as defined in the Merger Agreement). Upon termination of the Agreement, under specified circumstances (including in connection with an Adverse Recommendation Change or a Superior Proposal), either the Company or FitLife will be obligated to pay to the other party a termination fee of $200,000.
FitLife agreed to take all necessary corporate action to appoint Stephen Adele, the Chief Innovation Officer and a director of FitLife as of the effective time of the Merger.
On June 16, 2015, the Company entered into a promissory note arrangement with a key employee in the amount of $150,000. The note bore interest at a rate of 3% annually. The note is subordinated to the prior payment in full of the line of credit to Colorado Business Bank. The note is set to mature the earliest of (a) December 31, 2016, (b) ten business days following the closing date of the merger, and (c) the occurrence of an event of default. The balance of this note is $150,000 as of June 30, 2015 and is included in the balance of Notes Payable in the accompanying condensed balance sheet.
The Company continues to carefully exploit and maximize its intellectual property surrounding the category-creating invention, Bio-active peptides, found only in BIO-GRO. The company presented its newest clinical study work on BIO-GRO at the most recent ISSN and NSCA scientific and sports national conferences in June and July respectively. The studies were commenced through University of Central Florida and the Superior Performance Research Center of Miami. Study results were positive, compared to placebos, and yielded statistically significant data (e.g., reduced recovery time, increased strength, and improved lean body mass gains) to support and validate product performance claims and safety from use. The Company plans to continue to invest in its intellectual property and to help further differentiate itself from the market competitors.
New Product Development.
Since December 31, 2014, the Company launched two new products to complement its growing Bio-Gro category-creating product line within in sports nutrition assortment. Pre-Gro is a pre-workout powder designed to deliver a high energy, muscle-building workout experience. Fortified with iSatoris own patent-pending creation, clinically tested Bio-Gro Bio-Active Peptides and HydroMax® patented, stabilized glycerol to provide a noticeable muscle pump effect, combined of which will help users trigger new muscular growth from a more intense workout. The Company launched a new flavor of HYPER-GRO, Chocolate Peanut Butter, to distribution and expects to continue to track market demand for additional flavors of HYPER-GRO and PRE-GRO, for future development and product launches throughout the remainder for the fiscal year. The Company continues to seek out new inventions and product development efforts that will further differentiate it from market competitors and increase market potential.
In the first quarter, iSatori signed a multi-year endorsement agreement with C.T. Fletcher. Deemed one of the most influential and motivated fitness trainers of our time, C.T. Fletcher will be the center of a new feature film documentary, entitled C.T. Fletcher: My Magnificent Obsession (Generation Iron//Film by Vlad Yudin, 2015). The movie premieres September 17, 2015 at the Palms Casino in Las Vegas, Nevada, just a day prior to the largest fitness exposition in the world, Joe Weiders Olympia Fitness Expo Weekend also held in Las Vegas (September 18-20). The movie prominently displays iSatori, its products and how it contributes to CT Fletchers larger than life lifestyle. The movie explores the pain, struggle and hardships that CT has endured throughout his life, demonstrating the power motivation can have on the human spirit and in changing and transforming lives. The Company is excited about the new movie, along with future product development efforts surrounding CT Fletcher.