Axiologix, Inc. (OTCPK:AXLX) entered into an agreement to acquire iWorldServices from Paul Falchi, David Chen Chih Yu and Ka Lun Chan for $10.5 million on November 13, 2013. Under the terms of the agreement, the consideration value consists of $6 million consists of $0.75 million in cash, $2.75 million in unsecured promissory note with quarterly payments of $0.28 million commencing twelve months after the closing date, $2.5 million in series D convertible preferred stock being convertible into $10.00 worth of common stock at market price of Axiologix, Inc., the consideration also includes additional cash consideration of up to $4.5 million based on profitability of iWorldServices over the next three years and based on a percentage of the adjusted EBITDA of iWorldServices for each year commencing January 1, 2014.
Axiologix drew an additional $1.7 million from its revolving line of credit with TCA Global Credit Master Fund, LP to provide the cash portion of the transaction, cover transaction costs and provide working capital to fund growth of the business going forward. Post transaction; iWorldServices will operate as a subsidiary of Axiologix, Inc. In connection with the acquisition, AXLX paid total finder's fees of $0.45 million. The management team at iWorldServices is staying with the group post transaction with Paul Falchi transitioning from Chief Executive Officer to President of iWorldServices in a continuing role.

The merger agreement is subject to approval by iWorldServices shareholders and board of directors. The agreement is further subject to due diligence, subject to regulatory approvals and subject to shareholder approval of Axiologix, Inc. A majority of the outstanding shareholders of iWorldServices have approved the merger.

Dart Business Services, LLC acted as legal advisor for Axiologix, Inc. Law Offices of Richard Glantz acted as legal advisor for iWorldServices.

Axiologix, Inc. (OTCPK:AXLX) completed the acquisition of iWorld Services on November 21, 2013.