Binding letter of intent clause samples

RESPONSE: The Company does not believe that the potential acquisition is probable for financial reporting purposes under Rules 3-05 and 8-04 of Regulation S-X, as the non-binding letter of intent between the Company and Advisio Solutions, LLC expired by its own terms on December 31, 2019, and the parties thereto have not negotiated an amendment or extension to such non-binding letter of intent. As there is no longer any agreement between the parties to pursue an acquisition of any kind, except for a note in its consolidated financial statements for the years ended December 31, 2019 and 2018 confirming the expiration date of the non-binding letter of intent the Company and Advisio Solutions, LLC, the Company has removed any disclosure relating to the previously contemplated acquisition in the Registration Statement.

As previously disclosed, on September 21, 2016, Can-Fite BioPharma Ltd. (the “Can-Fite”), as parent and majority shareholder of OphthaliX, Inc. (“OphthaliX”) consented in writing to, among other things, the voluntary dissolution and liquidation of OphthaliX pursuant to a Plan of Dissolution. On November 10, 2016, OphthaliX’s board of directors abandoned the voluntary dissolution and liquidation of OphthaliX. On the same day, OphthaliX’s board of directors authorized OphthaliX to enter into a non-binding letter of intent with an Israeli company providing for the acquisition of such company by way of a reverse triangular merger. Subsequently on November 15, 2016, OphthaliX entered into the non-binding letter of intent. The proposed reverse merger is subject to signing of definitive transaction documents and the completion of closing conditions. There can be no assurance that the transactions contemplated by the letter of intent will be completed.

Pursuant to this June 28, 2019, Binding Letter of Intent, the parties agreed to, among other things, that within 90 days from the date of the Binding Letter of Intent, we would raise $10,000,000 in capital for use by EESI. As of the date of this report, we were not able to raise such capital. In connection therewith, on October 29, 2019, delivered to us the terms of a proposed termination of the June 28, 2019 Binding Letter of Intent. As of the date of this report this the terms of such termination have not been finalized.

Over the next several days, Messrs. Selman and McKenna discussed and exchanged revisions to the non-binding letter of intent. Dr.Katz kept our Board informed of the discussions regarding the non-binding letter of intent. On January25, 2019, Dr.Katz and Mr.Calogero signed the agreed-upon non-binding letter of intent, a copy of which Dr.Katz provided to our Board.