ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 11, 2013, Chancellor Group, Inc., a Nevada corporation
("Chancellor"), entered into a binding term sheet (subject to closing
conditions) regarding the establishment of a 61% Chancellor-owned Delaware
company ("Pimovi") recently formed by Chancellor whose main proposed business
will be information technology.
Under the agreement, Chancellor agreed to provide finance of $250,000 over a
period of approximately eight months in Pimovi, Inc., a newly-formed Delaware
corporation, in consideration for the receipt of 61% of the equity of Pimovi in
the form of Series A Preferred Stock. The other party to the term sheet is
Kasian Franks (the "Co-Founder"), who is to become Chief Scientific Officer of
Pimovi and contribute certain intellectual property related to its business in
consideration for receipt of the remaining equity in Pimovi in the form of
common stock. The Co-Founder will also receive one million shares of
Chancellor's common stock at closing and be eligible to receive an additional
one million shares of Chancellor's common stock subject to the achievement of
certain milestones to be determined.
The proposed business of Pimovi relates largely to the technology and mobile
Pursuant to the term sheet, Chancellor will receive various investor rights with
respect to its investment in Pimovi, which provisions shall be contained in the
amended certificate of incorporation of Pimovi and certain shareholder
agreements, including but not limited to a liquidation preference in the amount
of its investment, the right to select a majority of Pimovi's board of
directors, and a right of first refusal to invest in future equity issuances of
The term sheet is binding by its terms but is subject to certain conditions to
closing, including completion of further legal due diligence and entering into
definitive agreements with the Co-Investor and Pimovi's employees and
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CHANCELLOR GROUP, INC.
Date: January 15, 2013 By: /s/ Maxwell Grant
Chief Executive Officer
This Franks spin is the newest scare tactic the bashers have chosen to latch onto. I don't see a negative here but instead a positive. His name gets out there even more and he develops more networking possibilities within the field. And the very fact that a number of posters are suddenly trying to use this to scare investors has me feeling even more confident this stock has more upside coming.