posted
Newbie here, and have been following the boards for a long time, and learned to watch for stocks that all of a sudden start moving with big changes in volume. That's where I came up on INIV.
INIV gained about 65% on Friday, and is us about 27% this morning. I noticed that the volume was over 200K on Friday and is now at 25K, when for months it traded with about 5K average volume.
What gives? Where can one find out why so changes? I can find no headlines or press releases.
Entry into a Material Definitive Agreement, Completion of Ac
Item 1.01 Entry into a Material Definitive Agreement. Reference is made to the disclosure made under Item 2.01 of this Current Report on Form 8-K, which is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets. Overview
On June 26, 2006, Innovative Software Technologies, Inc., a California corporation ("Innovative" or the "Company"), completed the acquisition of AcXess, Inc., a Florida corporation ("AcXess"), in a stock exchange transaction (the "Transaction") pursuant to a Stock Exchange Agreement by and between Innovative, AcXess, the Shareholders of AcXess, and Anthony F. Zalenski, acting as the Shareholder's Agent (the "Exchange Agreement"). As a result of the Transaction, AcXess became a wholly owned subsidiary of the Company.
Pursuant to the Exchange Agreement, the shareholders of AcXess exchanged 100% of the outstanding shares of capital stock of AcXess for an aggregate of 11,000,000 shares of common stock of the Company, $.001 par value per share (the "Common Stock"). The shares of Common Stock issued in the Transaction were sold and issued pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act") provided under Section 4(2) of the Act, as such sales and issuances did not involve any public offering, were made without general solicitation or advertising, and each purchaser had access to all relevant information necessary to evaluate the investment and represented to Innovative that the securities were being acquired for investment.
Concurrent with the closing of the Transaction, Innovative sold convertible promissory notes to four accredited investors in the aggregate principal amount of approximately $430,000 (the "Offering"). The convertible promissory notes have a term of six months and are convertible into shares of Common Stock of the Company in a future qualified financing at a 30% discount to the effective price per share paid in the future qualified financing. In the Offering, Innovative also issued to the purchasers of the notes warrants to purchase an aggregate of 2,120,000 shares of Common Stock at an exercise price of $0.05, subject to adjustment. These warrants will expire in 2011. The investors in the Offering were granted piggyback registration rights with respect to the shares issuable upon the conversion of the notes or the exercise of the warrants in accordance with a registration rights agreement. Also in conjunction with the Offering, Innovative exchanged an outstanding promissory note to an investor in the amount of $100,000 plus accrued interest for a promissory note with the above terms for $100,000, and interest accrued to date on the pre-existing note was forgiven by the investor and credited to other income. The notes and warrants issued in the Offering, as well as the shares of Common Stock issuable pursuant thereto, were sold and issued pursuant to the exemption from the registration requirements of the Act provided under Section 4(2) of the Act and Rule 506 promulgated thereunder, as such sales and issuances did not involve any public offering, were made without general solicitation or advertising, and each purchaser was an accredited investor with access to all relevant information necessary to evaluate the investment and represented to Innovative that the securities were being acquired for investment.
In connection with the Offering, Innovative paid to the placement agents in the Offering (i) a cash fee equal to eight (8%) percent of the gross cash receipts in the Offering and (ii) an agreement to receive warrants (the "Agent Warrants") to purchase up to that number of shares of Common Stock equal to ten (10%) percent of the shares of Common Stock issued by the Company upon conversion of the promissory notes issued in the Offering. The Agent Warrants are exercisable for a two year period following the date of issuance at a price per share equal to $0.05 per share.
Item 3.02 Unregistered Sale of Equity Securities. Reference is made to the disclosure made under Item 2.01 of this Current Report on Form 8-K, which is incorporated herein by reference.
Item 5.01 Changes in Control of Registrant. Reference is made to the disclosure made under Item 2.01 of this Current Report on Form 8-K, which is incorporated herein by reference.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. In connection with the closing of this Transaction (as described in Item 2.01 of this Current Report on Form 8-K) Anthony F. Zalenski was appointed to our Board of Directors as Chairman and William E. Leathem resigned as director. As a result our board currently comprises Mr. Zalenski and Pete M. Peterson, our former Chairman. In addition, Mr. Peterson resigned as Chief Executive Officer and Mr. Zalenski accepted the position of Chief Executive Officer of the Company. Christopher J. Floyd remains as Chief Financial Officer and Secretary of the Board of Directors.
For certain biographical and other information regarding the newly appointed officers and directors, see the disclosure under the heading "Directors and Executive Officers" under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.
Item 5.06 Change in Shell Company Status. Reference is made to the disclosure made under Item 2.01 of this Current Report on Form 8-K, which is incorporated herein by reference.
Item 8.01 Other Events. In connection with the closing of the Transaction, Innovative Software Technologies, Inc. relocated its corporate headquarters from 1413 South Howard Avenue, Suite 220, Tampa, Florida to 3998 FAU Boulevard, Bldg 1-210, Boca Raton, Florida. Innovative's new phone number is (561) 417-7250.
Item 9.01 Financial Statements and Exhibits. (a) Financial Statements of Business Acquired.
AcXess' audited financial statements for the fiscal year ended March 31, 2006 is filed as Exhibit 99.1 to this Current Report on Form 8-K.
The following documents of the Company appear as Exhibit 99.2 to this Form 8-K.
(i) Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2006;
(ii) Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended March 31, 2006; and
(iii) Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
The unaudited pro forma condensed consolidated financial statements attached as Exhibit 99.2 to this Form 8-K are presented for illustrative purposes only and are not necessarily indicative of the consolidated financial position or results of operations for future periods or the financial position or results of operations that actually would have been realized had Innovative and AcXess been a combined company during the specified periods. The unaudited pro forma condensed consolidated financial statements, including the related notes, are qualified in their entirety by reference to, and should be read in conjunction with, the historical consolidated financial statements and related notes of Innovative included in its Form 10-KSB filed with the Securities and Exchange Commission on December 31, 2006 and the historical financial statements of AcXess included herein as Exhibit 99.1.
The unaudited pro forma condensed consolidated financial statements give effect to Innovative's acquisition of AcXess using the reverse acquisition method of accounting. The pro forma condensed consolidated financial statements are based on the respective historical financial statements of Innovative and AcXess. The unaudited pro forma condensed consolidated financial information has been prepared on the basis of assumptions described in the notes to the unaudited pro forma condensed consolidated financial statements. In the opinion of management, all adjustments necessary to present fairly this unaudited pro forma condensed consolidated financial information have been made.
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Wow, I was gone most of the day, and it's up 100% right now to 0.22! I saw it reached 0.37 for the HOD! Has anyone else seen this and done some DD. Not quite sure what the 8K filing said. Apparently it was pretty good.
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Some more news! Let's see if it will go up again!
DrZ ****************************
Business Continuity Leader AcXess, Inc. Becomes Publicly Traded Company; Important Milestone Further Positions AcXess as a Leader in the Business Continuity Marketplace; Reverse Acquisition with Innovative Software Technologies Completed
By BusinessWire Last Update: 7/19/2006 9:00:35 AM Data provided by
BOCA RATON, Fla., Jul 19, 2006 (BUSINESS WIRE) -- AcXess, Inc. (INIV), the first company to make FORTUNE 100-class business continuity solutions affordable for small and medium-sized enterprises, announced today that it has completed a reverse acquisition of Innovative Software Technologies, Inc., a publicly traded company. AcXess(R) finalized the transaction on June 26, 2006 and the company's common stock now trades on the OTC Bulletin Board under the symbol "INIV." AcXess is headquartered in Boca Raton, Florida.
"This is a significant milestone for AcXess and further validates our standing as the leader in disaster recovery and business continuity solutions for the small to medium-sized enterprise," said Tony Zalenski, Chairman of the Board and CEO of AcXess. "Over the past year we have brought ground-breaking offerings to market, forged key partnerships with industry leaders, and enhanced our leadership team. We believe this transaction will enable us to acquire the financial resources necessary to execute our plan."
AcXess executives are proven business leaders and include the pioneers of the hosted infrastructure market in the 1990's. Tony Zalenski, the firm's Chairman of the Board and CEO, has over 30 years of international high tech industry experience and has held executive positions with several Fortune 100 companies. Mr. Zalenski has extensive experience managing merger and acquisition transactions, public and private financings, as well as strategic corporate relationships. As President and CEO of Boca Research (NASDAQ: BOCI), Mr. Zalenski grew annual sales from $40 million to $150 million. Previously, he served as Corporate Vice President and COO of Motorola UDS/ISG, a $750 million entity. Prior to Motorola, Mr. Zalenski was a founding member of Isacomm, a telecommunications startup subsequently purchased by US Sprint.
AcXess provides solutions for small and medium-sized enterprises that affordably protect businesses from loss of operational capabilities and revenue during natural or man-made emergency situations. Because of its revenue-sharing partnership model, AcXess solutions are primarily delivered to the market through resellers and partners.
Earlier this year, AcXess announced the first ever Business Continuity Solution built around the Citrix Access Infrastructure platform. The AcXess Solution(R) makes rapid disaster recovery easy and affordable for mid-market firms. In the event of a disruption to its IT environment, AcXess Solution customers can be fully operational in minutes or hours, instead of days or weeks.
About AcXess, Inc.
AcXess is the first company to make FORTUNE 100-class business continuity affordable for small and medium-sized enterprises. AcXess enables resilience for critical IT infrastructure and allows firms of almost any size to avoid loss of operational capabilities and revenue during natural or man-made emergency situations, and to meet stringent business continuity requirements demanded by customers, partners, shareholders and federal regulators. The AcXess "channel-first" partner model enables VARs to immediately meet this rising demand for BC solutions while creating significant streams of recurring revenue. Prior to implementation of The AcXess Solution, a Business Impact Analysis is completed for each customer that details the affordability and financial benefits of AcXess solutions, including ROI and reduced TCO. Visit www.acxess.com for more information.
AcXess(R) and AcXess Solution(R) are registered trademarks of AcXess Inc. Other products or services may be the trademarks of their respective owners.
SOURCE: AcXess, Inc.
Posts: 255 | Registered: May 2006
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