Quarterly report pursuant to Section 13 or 15(d)


3 Months Ended
Jul. 31, 2012
Commitments and Contingencies  



In July 2011 a claim was filed by Cornerstone Bank (“Cornerstone”) against Freedom-2, Inc., a wholly owned subsidiary of the Company, for amounts due under a promissory note (the “Note”), in the original principal amount of $1.6 million (collectively the “Indebtedness”). The bank also sought to foreclose its mortgage on the property securing the Note, which is located in Cherry Hill, New Jersey (the “Property”). Given the passage of time and the Company having made no payments toward the Indebtedness for several years, as of May 2012, the amount due was approximately $2.0 million.

On May 7, 2012, the Company and Cornerstone entered into a comprehensive settlement agreement that resolves all matters related to Cornerstone’s claims (the “Settlement”). Since that time, the Company and Cornerstone have proceeded to carry out the terms of the Settlement Agreement as follows: (i) the parties stipulated to judgment in the amount of the Indebtedness, with a stay of execution for 2 years pending the Company satisfying the Indebtedness in any of several ways, including direct payments of cash and discounts of up to 30% for early payments, or a combination thereof; (ii) the Company has conveyed the Property to Cornerstone, which will sell the Property and apply the net proceeds to reduce the Indebtedness (in the event the Property is not sold and the Indebtedness satisfied as otherwise described herein, the Property will be reconveyed to the Company); and (iii) the Company has transferred 14,605,614 shares of the Company’s common stock as security for payment of the Indebtedness (the “Stock Collateral”), which can be liquidated by Cornerstone from time to time in accordance with an SEC Rule 10b5-1 plan, with the proceeds being applied to reduce the Indebtedness. Any excess Stock Collateral will be returned to the Company upon payment of the Indebtedness in full. When the property is sold and any and all remaining payments, if any, are made by Nuvilex directly or through liquidation of the transferred stock collateral sold over time, the proceeds will be used to eliminate the Indebtedness, which, together with the Stock Collateral will remain on the Company’s financial statements in the then outstanding amount/value until fully satisfied. The building is listed as a Company asset under “Settlement Obligation Asset” and the indebtedness is listed as a Company liability as “Settlement Obligation Liabilities.” All assets and amounts due under the settlement, including the building, principal, interest and any and all applicable fees are therefore fully reported herein.

To date, the Company has completed all paperwork and signed the Deed In Lieu to Cornerstone Bank, provided all necessary paperwork for transfer of the property and the stock issuance and is awaiting delivery of final signed paperwork from Cornerstone Bank. Therefore, we have come to completion of this issue. Nonetheless, until the property is sold, payments made by Nuvilex, or the stock sold over time, any or all of which are expected to eliminate the debt, such amounts will continue to be reported in the financial statements under the headings of “Settlement Obligation Asset” and “Settlement Obligation Liabilities.” All assets and amounts due under the settlement, including the building, principle, interest and all applicable fees have thus been reported.