OTCQX CURRENT REPORT
1. Entry into a Material Definitive Agreement.
The information set forth in Item 3 below is incorporated herein by reference.
3. Completion of Acquisition or Disposition of Assets, Including but not Limited to
On December 20, 2012, Yippy, Inc., a Nevada corporation (the “Company”), entered into an
Asset Purchase Agreement (the “Agreement”) with The Gale Group, Inc., a Delaware
corporation (“Gale”), pursuant to which the Company has agreed to purchase from Gale and
Gale has agreed to sell, subject to certain conditions, all of the assets related to the HighBeam
Research and HighBeam Business products (collectively, “HighBeam”), which provide
subscription-based online research and business intelligence tools (the “HighBeam Assets”). In
exchange for the HighBeam Assets, the Company has agreed, on the Closing Date (as hereinafter
defined), to (i) pay to Gale cash in the amount of $7.9 million ($7,900,000) and (ii) issue to Gale
eight million (8,000,000) shares (the “Shares”) of the Company’s restricted common stock (the
“Purchase Price”) (the “HighBeam Acquisition”). Upon issuance, the Shares will be subject to
piggy-back registration rights. The closing of the HighBeam Acquisition is subject to certain closing
conditions and deliverables, including a condition that the Company obtain the necessary financing
to pay the cash portion of the Purchase Price. The date on which such closing conditions are satisfied
and the HighBeam Acquisition is deemed closed shall be called the “Closing Date.”
Included in the HighBeam Assets are certain trademarks, urls, domain names, associated databases
of information, internal codes, network systems, copyrights, trade secrets, intellectual property,
equipment, records, permits and assigned contracts. Additionally, on the Closing Date, Gale and the
Company will enter into a license agreement, pursuant to which Gale shall license to the Company
certain licensed brand content for use by the Company for a period of ten (10) years.
Further, during the period commencing on the Closing Date and ending on the earlier of (i) the
forty-two month anniversary of the Closing Date or (ii) July 31, 2016, Gale has agreed that Gale
and its affiliates will not compete with the Company in any business or activity that competes
with HighBeam, subject to certain exceptions.
The description of the Agreement contained herein does not purport to be complete and is
qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached
hereto as Exhibit A
It's a joke. This company's entire revenue last year was $66k. I has never made money. It has negative shareholder equity and negative working capital. It's just a pump/dump.
Sentiment: Strong Sell