The SpendSmart Payments Company, Inc. (OTCPK:SSPC) entered into an asset purchase agreement to acquire substantially all of the assets of Intellectual Capital Management, Inc. for $9.8 million in stock on October 15, 2013. As on December 18, 2013, the SpendSmart Payments Company, Inc. entered into Amended and Restated Asset Purchase Agreement with Intellectual Capital Management, Inc. under the terms of agreement, SpendSmart shall have completed its due diligence of the assets and business of SMS, to its sole satisfaction. As consideration, SpendSmart has agreed to issue its 5.25 million shares. Alex Minicucci, President and Chief Executive Officer of Intellectual Capital Management will be appointed as Director of SpendSmart. The transaction is contingent upon the customary closing conditions, including, financial audit of Intellectual Capital Management, authorizations from third parties, completion of due diligence, SpendSmart entering into employment agreements with Alex Minicucci and Luke Wallace, Chief Executive Officer and Chief Operating Officer of Intellectual Capital Management, respectively and SpendSmart entering into an equity financing agreement. The transaction is expected to close on December 31, 2013.

Maxim Group LLC acted as financial advisor to SpendSmart. Seth I. Rubin of Ruskin Moscou Faltischek, P.C. acted as legal advisor to SpendSmart. Peter Campitiello of Kane Kessler, P.C. acted as legal advisor to Intellectual Capital Management. Laurel Moody of Corporate Profile, LLC acted as public relations advisor in the transaction.