Usell.com, Inc. acquired BST Distribution, Inc. from Brian Tepfer and Scott Tepfer for $7.11 million
October 26, 2015
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usell.com, Inc. (OTCPK:USEL) agreed to acquire BST Distribution, Inc. from Brian Tepfer and Scott Tepfer for $7.11 million in stock on October 23, 2015. In exchange for acquiring 100% of the outstanding stock of BST Distribution, uSell issued the Tepfers 9.4 million shares of uSell common stock or approximately 49% of uSell on a fully-diluted basis, subject to adjustment. In addition, uSell granted the Tepfers certain piggyback registration rights and a right of first refusal to participate in future uSell financings. uSell also created a pool of 0.3 million restricted stock units which can be granted to employees of We Sell designated by the Tepfers. The deal is subject to execution and delivery of Employment Agreements, Management Agreement, Shareholders Agreement, Non-Compete Agreements, Registration Rights Agreement, Assignment of Samsung Litigation, Indemnification Agreement, Certificate of Incorporation of BST has been amended to require a 75% vote of the full Board of Directors, existing loan payable of BST has been paid in full and replaced by a Senior Secured first Lien Term Loan in favor of Senior Health Insurance Company of Pennsylvania. Maureen W. McCarthy of Law Offices of M.W. McCarthy acted as a legal advisor to BST Distribution and Michael D. Harris of Nason, Yeager, Gerson, White & Lioce, P.A acted as a legal advisor to usell.com.
usell.com, Inc. (OTCPK:USEL) complete the acquisition of BST Distribution, Inc. from Brian Tepfer and Scott Tepfer on October 26, 2015.
PhoneX Holdings, Inc. is engaged in building the cloud-based software-as-a service solution for the wholesale exchange of pre-owned mobile devices. The Company works with mobile carriers and mobile handset distributors to facilitate global commerce related to pre-owned mobile devices. The Company operates through two models: Proprietary Trading Model and Platform Partnership Model. Its Proprietary Trading Model, through which it purchases devices utilizing its own balance sheet via its subsidiary We Sell Cellular LLC. Its Platform Partnership Model, through which it enables its partners to license its software via its subsidiary PhoneX, Inc. Through these licensing agreements, the Company enables mobile carriers and mobile handset distributors to increase selling prices and selling velocity by using a specialized, automated platform where wholesale buyers of mobile devices can purchase inventory on demand.