FRMO Corp. Announces May 2013 Transactions and Date of Annual Meeting of Shareholders
FRMO Corp. (FRMO-OTC-PINK) (“FRMO” or “Company”) today announced the
completion of three previously communicated transactions. The first was
a private placement of FRMO shares for certain accredited investors. The
second was to amend the terms of the Company’s product-specific revenue
interests in products managed by Horizon Kinetics LLC (“Horizon
Kinetics”) and its subsidiaries so as to receive a single revenue
interest in the gross revenues of Horizon Kinetics. The third was the
exchange of certain privately held units of Horizon Kinetics for shares
of FRMO.
Private Placement Completed
Pursuant to a private placement, the Company invited subscriptions from
certain accredited investors to purchase up to a maximum of 1,730,103
shares of its common stock at $2.89 per share. Subscriptions were
received by April 15, 2013 from 72 investors for 100% of the shares
offered by the Company. The subscriptions were accepted by the Company,
and the shares were issued on May 1, 2013 when the Company received
payment of $4,999,997.67.
Adjustment of Product-Specific Revenue Interests
By agreement dated April 16, 2013, the Company amended the terms of its
product-specific revenue interests in certain products managed by
Horizon Kinetics and its subsidiaries: (i) a mutual fund, (ii) two
private investment funds, (iii) a consultative relationship with an
institutional investor and, (iv) an institutional separate account. The
transaction was consummated at the close of business on May 31, 2013.
FRMO will now receive a single revenue interest equal to 4.199% of the
gross revenues of Horizon Kinetics.
As a result of this transaction, the Company expects to realize a gain
in the transaction equal to the value of the 4.199% interest at the
close of business May 31, 2013 less the cost basis of the revenue
interests in the Horizon Kinetics related products transferred to
Horizon Kinetics at that date. This gain will be reported in the
Company’s audited Financial Statement for the fiscal year ended May 31,
2013. The income taxes on that gain will be deferred pursuant to Section
1031 of the Internal Revenue Code relating to “like exchanges” and will
be reported as part of the Company’s Deferred Tax Liability.
FRMO – Horizon Kinetics Share Exchange
On April 16, 2013, the Company announced an agreement with Horizon
Kinetics LLC to exchange certain privately held units of Horizon
Kinetics for common shares of FRMO based upon pre-determined prices of
each. The exchange period expired on May 31, 2013 resulting in FRMO
owning 4.95% of Horizon Kinetics and the individual Horizon Kinetics’
unit sellers receiving 2,387,715 shares of FRMO common stock.
Immediately prior to the exchange, FRMO held a 0.86% interest in Horizon
Kinetics.
August Release of FRMO’s Year-End Audited Financial Statement
It is expected that the audited Report on Consolidated Financial
Statements for FRMO and its Subsidiary, Fromex Equity Corp, will be
released in August. The Company believes that, with the above-referenced
gain, the Report will reflect material increases over the previous
year-end in Net Income, Total Stockholders’ Equity and Book Value per
share.
Annual Meeting of Shareholders to be Held on August 27, 2013
The Company will hold its Annual Meeting of Shareholders on Tuesday,
August 27, 2013 at 3 PM at The Harvard Club, 35 West 44th
Street in New York City to elect its Board of Directors for the ensuing
year. At the meeting, the Executive Officers will review the Company’s
Fiscal 2013 financial results and outlook for the future. They will be
available to answer shareholder questions and, as is the case for
quarterly conference calls, a transcript of the meeting will be posted
on the Company’s website: www.frmocorp.com.
The Proxy Statement and the formal Notice of the Shareholders Meeting
will be distributed on or about Wednesday, July 31, 2013.
About FRMO Corp.
FRMO Corp. invests in and receives revenues based upon consulting and
advisory fee interests in the asset management sector.
FRMO has 43,255,972 shares of common stock outstanding.
For more information, visit our Web site at www
frmocorp.com.
Safe Harbor Statement Under the Private Securities Litigation Reform
Act of 1995 – With the exception of historical information, the
matters discussed in this press release are forward-looking statements
that involve a number of risks and uncertainties. Words like “believe,”
“expect” and “anticipate” mean that these are our best estimates as of
this writing, but that there can be no assurances that expected or
anticipated results or events will actually take place, so our actual
future results could differ significantly from those statements. Factors
that could cause or contribute to such differences include, but are not
limited to: our ability to maintain our competitive advantages, the
general economics of the financial industry, our ability to finance
growth, our ability to identify and close acquisitions on terms
favorable to the Company, and a sustainable market.
Further information on our risk factors is contained in our quarterly
and annual reports as filed on our website www.frmocorp.com
and on www.otcmarkets.com/stock/FRMO/filings.
Copyright Business Wire 2013