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Item 8.01 Other Events.
Litigation Update
Ironridge Litigation
Note: All Ironridge litigation stems from a 2013 financing transaction entered into with Ironridge by the Registrant’s then Chief Executive Officer, Robert Schneiderman, without prior approval of the Board of Directors. Despite the allegations of Ironridge’s wrong-doing made by the Company in the litigation, (which has cost the Company in excess of $1 million dollars in attorney’s fees and costs, court costs, disbursements and other costs) Mr. Schneiderman has filed an Affidavit in the California State Court absolving Ironridge from any wrong-doing (“June 2016 Schneiderman Affidavit”). In apparent exchange, Ironridge has joined in a Stipulation not only to release Mr. Schneiderman from the prohibitions of a prior court injunction which Ironridge had obtained, but also generally. Because of the potential adverse impact which the June 2016 Schneiderman Affidavit may have on the Company and its stockholders, the Company is providing this update with a summary background. A copy of the June 2016 Schneiderman Affidavit is furnished as Exhibit 99.1 and incorporated in this Item 8.01 by reference.
Summary Background
Ironridge Global IV, Ltd. is a corporation organized under the laws of the British Virgin Islands. Ironridge Global Partners, LLC is a Delaware limited liability company. Together they engage in a financing business under a program which they call “liabilities for equity” or LIFE. They purchase debts of an issuer from the creditors, settle the debts with the issuer by the issuer’s issuance to them of discounted shares of stock, and secure such shares as “free trading” by the use of a “fairness” hearing which provides an exemption from SEC registration pursuant to Section 3(a)(10) of the Securities Act of 1933.
Beginning in approximately August 2013, Mr. Schneiderman, in his capacity as CEO of the Registrant, negotiated the purchase by Ironridge of debts held by various creditors of the Registrant in the aggregate amount of $686,962.08 (the “Claim”). Mr. Schneiderman agreed with Ironridge to settle the Claim in exchange for the initial issuance of 8,690,000 unrestricted and freely tradable shares of the Registrant’s common stock to Ironridge, with this number of shares being subject to subsequent adjustment in accordance with a formula based upon the Registrant’s stock value. An agreement containing the settlement terms (“Stipulation”) was signed by Mr. Schneiderman and the principals of Ironridge and submitted to the California Superior Court for the County of Los Angeles (“California State Court”) for the fairness hearing under Section 3(a)(10) of the Securities Act of 1933. On November 8, 2013, the California State Court issued an order approving the Stipulation, and retaining jurisdiction to enforce the Stipulation.
On November 18 and 19, 2013, at the direction of Mr. Schneiderman, the Registrant delivered a total of 8,690,000 shares of the Registrant’s common stock to Ironridge.
On December 18, 2013, approximately six weeks after the Stipulation became binding upon the Registrant and Ironridge, Mr. Schneiderman informed the Registrant’s Board of Directors of the existence of the Stipulation and that he had already authorized the issuance of 8,690,000 shares of the Registrant’s common stock to Ironridge.
On February 13, 2014, in response to Ironridge’s demand for the issuance of more of Registrant’s stock, as authorized by the adjustment formula in the Stipulation executed by Mr. Schneiderman, he directed the Registrant’s transfer agent to issue an additional 1,615,550 shares of the Registrant’s common stock to Ironridge. Approximately one month later, Mr. Schneiderman informed the Board of Directors of the Registrant, at its March 26, 2014 meeting, that he had authorized the issuance of the additional shares to Ironridge.
On April 4, 2014, Ironridge made another demand for an additional 1,646,008 shares of the Registrant’s common stock, similar in all respects to its February 13 demand and as authorized by the adjustment formula in the Stipulation executed by Mr. Schneiderman. This time, Mr. Schneiderman refused to authorize the issuance of the additional shares to Ironridge as he determined that (according to the Form 8-K he signed and filed on May 12, 2014) Ironridge had already received shares with enough market value to cover the amount of the Claim. As a result of Mr. Schneiderman’s actions, Ironridge filed a motion in the California State Court on May 6, 2014 seeking to enforce the Stipulation signed by Mr. Schneiderman. The California State Court ordered the Registrant to comply with the Stipulation and issue the additional 1,646,008 shares to Ironridge. (The Registrant’s appeal of that order was dismissed by the Court of Appeal on June 30, 2015 because of the Registrant’s failure to conform to the injunctive provisions of the California State Court order.)
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On May 22, 2014, while the motion filed by Ironridge against the Registrant was pending in California State Court, Mr. Schneiderman directed the Registrant to file a complaint against Ironridge and its controlling persons in the United States District Court for the Central District of California, asserting violations of Section 10(b) of the Securities Exchange Act of 1934 and related federal rules and state laws by the Ironridge parties.
On September 25, 2015, the California State Court issued an Order requiring the Registrant to issue to Ironridge an additional 87,031,631 shares of the Registrant’s common stock under the adjustment formula in the Stipulation signed by Mr. Schneiderman, and the Court set additional matters for hearing in October 2015.
On October 19, 2015, the California State Court issued an Order prohibiting the Registrant and its directors, officers, attorneys and agents, including Mr. Schneiderman, from issuing or transferring any shares of the Registrant’s common stock to anyone other than Ironridge until after the additional 87,031,631 shares of the common stock have been issued to Ironridge (“October 2015 Order”). The Registrant has filed appeals of the California State Court’s orders issued in September and October 2015 and these orders requiring the Registrant to issue the additional shares to Ironridge are stayed pending appeal.
On March 16, 2016, Mr. Schneiderman filed a Motion for Relief to be released from the October 2015 Order prohibiting him from transferring his shares of the Registrant’s common stock. This Motion and all of the other pending motions are scheduled for hearing in the California State Court on July 26, 2016. Originally, Ironridge opposed Mr. Schneiderman’s motion for relief. Originally, the Registrant did not oppose Mr. Schneiderman’s motion. Subsequently, Ironridge filed a stipulation in support of Mr. Schneiderman (“June 2016 Stipulation”) in apparent exchange for which Mr. Schneiderman signed and filed the June 2016 Schneiderman Affidavit. However, the Registrant is objecting to that June 2016 Stipulation on the grounds that the June 2016 Schneiderman Affidavit contradicts and is inconsistent with the facts and prior statements by Mr. Schneiderman.
For example, in Paragraph 2 of the June 2016 Schneiderman Affidavit, he states: “[a]ll of the statements made in the Declaration of Robert Schneiderman in Support of Joint Ex Parte Application for Order Approving Stipulation for Settlement of Claims filed November 8, 2013 are true and correct.”
His Declaration in support of that Stipulation contains the following in Paragraph 8: “ he board of directors of [the Registrant] has considered the proposed settlement and has resolved that its terms and conditions are fair to, and in the best interests of, [the Registrant] and its stockholders.”
In addition, the related Stipulation which Mr. Schneiderman signed included the following:
Paragraph 4: “[Registrant’s] board of directors has considered the proposed transaction and has resolved that its terms and conditions are fair to, and in the best interests of, [Registrant] and its stockholders.”
Paragraph 11: “[Registrant] represents, warrants and covenants as follows: . . . (d) [Registrant] has all necessary power and authority to execute, deliver and perform all of its obligations under this Stipulation and Order, the execution, delivery and performance of which have been duly authorized by all requisite action on the part of [Registrant], including without limitation approval by its board of directors[.]”
However, as noted above, the Board of Directors of the Registrant was not informed of the Ironridge transaction until the meeting of December 18, 2013, by which time 8,690,000 of the Registrant’s common stock had been issued to Ironridge and the transaction had been approved by the California State Court.
For a further example, in Paragraph 4 of the June 2016 Schneiderman Affidavit, he states that:
“I have no knowledge that anyone at Ironridge ever engaged in any improper or manipulative conduct with regard to [Registrant] or its stock, or that Ironridge ever sold stock in a manner that hurt the company or its stock price. To the best of my knowledge, Ironridge sold in a manner that was in full compliance with the terms of the parties’ agreement and the Court’s order, and that impacted the stock as little as possible. I have no knowledge that Ironridge ever acted in any way inconsistent with its ethical responsibilities under the agreement.”
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However, in the Registrant’s Form 8-K filed May 27, 2014, Mr. Schneiderman stated:
“The Registrant has filed this lawsuit [in the federal court in California] because, in the Registrant’s view, Ironridge breached several material representations it made to the Registrant prior to the November 2013 transaction described above on which the Registrant relied. For example, Ironridge told the Registrant that . . . (ii) Ironridge would not take any action to affect the Registrant’s stock price. The Registrant has uncovered facts that shows [sic], in the Registrant’s view, that these representations have been breached.”
In addition, in March 2015, Mr. Schneiderman signed an Affidavit in the New Jersey litigation containing the following statement in Paragraph 7: “After issuing stock to Ironridge over a period of time, Scrips discovered that Ironridge was illegally manipulating its stock price.”
The June 2016 Stipulation filed by Ironridge which contains the June 2016 Schneiderman Affidavit will be heard by the California State Court on July 26, 2016. The Registrant has instructed its counsel to bring to that Court’s attention the multiple inconsistencies between the various Schneiderman affidavits and declarations, the SEC filings and other prior statements made by Mr. Schneiderman.
AFFIDAVIT OF ROBERT SCHNEIDERMAN
I, Robert Schneiderman, being duly sworn, depose and state as follows:
1. I was the President and Chief Executive Officer of ScripsAmerica, Inc. ("SCRC"
, a Delaware corporation, until June 30, 2015. Unless otherwise indicated, I have personal knowledge of the facts set forth herein as of June 30, 2015 and if called to testify as a witness, could and would testify truthfully and competently thereto.
2. All of the statements made in the Declaration of Robert Schneiderman in Support of Joint Ex Parte Application for Order Approving Stipulation for Settlement of Claims filed November 8, 2013 are true and correct.
3. SCRC's stock is traded on the on the OTC Pink Sheets under the ticker symbol "SCRC." There has not always been an efficient market for SCRC's stock, and trading has fluctuated significantly in price, volume and liquidity over the past three years. SCRC's stock was in steep decline in the Fall of 2013, having dropped more than 80% in less than four months, from a high of $0.97 per share on July 11, 2013, to $0.18 per share on November 7, 2013. On November 8, 2013, SCRC entered into a Stipulation for Settlement of Claims ("Stipulation" with Ironridge Global IV, Ltd. ("Ironridge" , a British Virgin Islands company, which was approved by the California Superior Court. To the best of my knowledge the prior decline in SCRC's stock would not have been caused by Ironridge, because it did not have any shares to sell during this period.
4. To the best of my knowledge, prior to June 30, 2015, Ironridge has at all times fully and completely complied with all of its obligations under the Stipulation and the Court Order. I have no knowledge at all as to whether Ironridge complied with the Stipulation and Order after June 30, 2015. I have no knowledge that anyone at Ironridge ever engaged in any improper or manipulative conduct with regard to SCRC or its stock, or that Ironridge ever sold stock in a manner that hurt the company or its stock price. To the best of my knowledge, Ironridge sold in a manner that was in full compliance with the terms of the parties' agreement and the Court's order, and that impacted the stock as little as possible. I have no knowledge that Ironridge ever acted in any way inconsistent with its ethical responsibilities under the agreement.
5. Although SCRC had delivered shares earlier, I was advised by Ironridge that it waited until December 3, 2013 before beginning to sell any shares, and I have no personal knowledge to the contrary. This delay provided the opportunity for the exchange to be a catalyst to positive results, improved company performance, and higher stock price. The market reacted well to the Stipulation, and the stock price increased to $0.23 on November 11, 2013. The price then gradually began to decline again, even though I have no reason to believe Ironridge sold any shares prior to December 3. Over time the stock price continued to decline, but at a significantly slower rate than before the Stipulation. I have no factual reason to believe that any decline was caused by Ironridge.
6. Although it was ordered to do so, as of the time of my resignation SCRC had not issued any additional shares to Ironridge since February 27, 2014. Thereafter, based on SCRC's annual report on Form 10-K for the year ended December 31, 2014, Ironridge was issued an additional 1,646,550 shares. During this time, SCRC's stock price had dropped approximately 70%, from $0.12 per share on May 6, 2014, to $0.038 per share on February 8, 2016. I have no knowledge that this decline would have been caused by lronridge.
7. Since entering into the Stipulation, SCRC issued more shares to others than to Ironridge. SCRC issued a total of 11,953,558 common shares to Ironridge, but since November 8, 2013 had issued 50,553,766 shares to third parties, pursuant to financing agreements, consulting agreements, and for the liquidation of liabilities of SCRC. Accordingly, there has been a dramatically greater dilutive effect from issuing shares to third parties than to Ironridge. In addition, the majority of the increase in outstanding shares was due to the fact that the share price declined much more than expected, resulting in many more shares being owed than anticipated at the time the Stipulation was entered into. I have no knowledge that this was caused by Ironridge.
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8. SCRC has declined in part because of its extremely poor financial performance. The company has not reported any financial results for Q2, Q3 and Q4 2015 or Q1 2016. On January 29, 2016, SCRC filed its annual report on Form 10-K for the year ended December 31, 2014. The company had losses of $4.7 million for calendar 2014, with accumulated losses since formation of$18.4 million. SCRC spent $31.4 million on operating expenses, nearly ten times cost of goods sold. Liabilities increased by $3.8 million in 2014 and year-end liabilities exceeded assets by over 120%. As of the end of 2014 the company had accounts payable and debt totaling over $5.9 million, which exceeds the total market capitalization of the company. SCRC's auditors expressed substantial doubt about the entity's ability to continue as a going concern. In addition, SCRC had incurred millions of dollars of convertible debt with toxic investor hedge funds, consultants and insiders, many of which converted into equity at substantial discounts, which may have caused the stock price to drop.
9. I have no personal knowledge that the Stipulation or subsequent resales by Ironridge had any significant negative impact on SCRC's stock price.
10. The Stipulation had minimum dilutive effect to other SCRC stockholders, and was highly accretive, because the company was able to settle approximately $700,000 in debt which it could not afford to pay, in exchange for common equity. SCRC did not pay any fees or any money of any kind to Ironridge, but instead only delivered it shares of common stock pursuant to the court-approved formula.
11. SCRC was not solicited by Ironridge or its representatives. Ironridge did not contact SCRC. SCRC did not review or respond to any promotion of Ironridge or any financing model, on any website, in any publication, or elsewhere. Rather, SCRC initiated contact with Ironridge via a third party consultant that had been engaged by SCRC to determine whether Ironridge would agree to purchase SCRC's outstanding debts and exchange them for stock.
12. Ironridge and its representatives did not provide any legal advice regarding acceptance of the Stipulation and contemplated exchange in reliance on section 3(a) (10) ofthe Securities Act. Further, Ironridge and its representatives never provided SCRC with any legal advice, financial advice, investment advice, or other advice of any kind. In making a determination whether to enter into the Stipulation, SCRC relied entirely on the advice of its own independent attorneys and financial advisors.
13. Ironridge and its representatives did not advise or assist SCRC in identifying creditor claims for a possible purchase by Ironridge. Ironridge purchased the bona fide outstanding claims of third party creditors in the amounts stated in the Receivable Purchase Agreements. Ironridge paid the creditors in full.
14. At the time of my resignation, SCRC had delivered 10.3 million shares of its Common Stock to Ironridge under the Stipulation, which Ironridge sold into the public markets. Subsequently, SCRC's 2014 10-K filing indicates the issuance of an additional 1,646,550 shares. The Stipulation and the court order approving it remain in full force and effect, and I have no knowledge of any factual basis to contest, revoke, challenge or modify them without consent from the other party and approval from the Superior Court of the State of California, other than my filing seeking relief from the injunction on transfers of my SCRC stock.
15. The Stipulation contains a pricing formula designed to protect Ironridge from pricing fluctuations. Due to a number of factors completely unrelated to Ironridge, the price of SCRC's common stock has declined, resulting in greater shares due to Ironridge under the Stipulation. Pursuant to the Court's October 19, 2015 order, SCRC owes 87,031.631 million additional shares to Ironridge.
16. The board of directors of SCRC approved the Stipulation as fair and reasonable, and in the best interests of the company and its stockholders. I have no factual basis to contend this is not the case. As of the date of my resignation on June 30, 2015, Ironridge had not received its full anticipated benefit under the Stipulation.
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Item 8.01 Other Events.
Litigation Update
Ironridge Litigation
Note: All Ironridge litigation stems from a 2013 financing transaction entered into with Ironridge by the Registrant’s then Chief Executive Officer, Robert Schneiderman, without prior approval of the Board of Directors. Despite the allegations of Ironridge’s wrong-doing made by the Company in the litigation, (which has cost the Company in excess of $1 million dollars in attorney’s fees and costs, court costs, disbursements and other costs) Mr. Schneiderman has filed an Affidavit in the California State Court absolving Ironridge from any wrong-doing (“June 2016 Schneiderman Affidavit”). In apparent exchange, Ironridge has joined in a Stipulation not only to release Mr. Schneiderman from the prohibitions of a prior court injunction which Ironridge had obtained, but also generally. Because of the potential adverse impact which the June 2016 Schneiderman Affidavit may have on the Company and its stockholders, the Company is providing this update with a summary background. A copy of the June 2016 Schneiderman Affidavit is furnished as Exhibit 99.1 and incorporated in this Item 8.01 by reference.
Summary Background
Ironridge Global IV, Ltd. is a corporation organized under the laws of the British Virgin Islands. Ironridge Global Partners, LLC is a Delaware limited liability company. Together they engage in a financing business under a program which they call “liabilities for equity” or LIFE. They purchase debts of an issuer from the creditors, settle the debts with the issuer by the issuer’s issuance to them of discounted shares of stock, and secure such shares as “free trading” by the use of a “fairness” hearing which provides an exemption from SEC registration pursuant to Section 3(a)(10) of the Securities Act of 1933.
Beginning in approximately August 2013, Mr. Schneiderman, in his capacity as CEO of the Registrant, negotiated the purchase by Ironridge of debts held by various creditors of the Registrant in the aggregate amount of $686,962.08 (the “Claim”). Mr. Schneiderman agreed with Ironridge to settle the Claim in exchange for the initial issuance of 8,690,000 unrestricted and freely tradable shares of the Registrant’s common stock to Ironridge, with this number of shares being subject to subsequent adjustment in accordance with a formula based upon the Registrant’s stock value. An agreement containing the settlement terms (“Stipulation”) was signed by Mr. Schneiderman and the principals of Ironridge and submitted to the California Superior Court for the County of Los Angeles (“California State Court”) for the fairness hearing under Section 3(a)(10) of the Securities Act of 1933. On November 8, 2013, the California State Court issued an order approving the Stipulation, and retaining jurisdiction to enforce the Stipulation.
On November 18 and 19, 2013, at the direction of Mr. Schneiderman, the Registrant delivered a total of 8,690,000 shares of the Registrant’s common stock to Ironridge.
On December 18, 2013, approximately six weeks after the Stipulation became binding upon the Registrant and Ironridge, Mr. Schneiderman informed the Registrant’s Board of Directors of the existence of the Stipulation and that he had already authorized the issuance of 8,690,000 shares of the Registrant’s common stock to Ironridge.
On February 13, 2014, in response to Ironridge’s demand for the issuance of more of Registrant’s stock, as authorized by the adjustment formula in the Stipulation executed by Mr. Schneiderman, he directed the Registrant’s transfer agent to issue an additional 1,615,550 shares of the Registrant’s common stock to Ironridge. Approximately one month later, Mr. Schneiderman informed the Board of Directors of the Registrant, at its March 26, 2014 meeting, that he had authorized the issuance of the additional shares to Ironridge.
On April 4, 2014, Ironridge made another demand for an additional 1,646,008 shares of the Registrant’s common stock, similar in all respects to its February 13 demand and as authorized by the adjustment formula in the Stipulation executed by Mr. Schneiderman. This time, Mr. Schneiderman refused to authorize the issuance of the additional shares to Ironridge as he determined that (according to the Form 8-K he signed and filed on May 12, 2014) Ironridge had already received shares with enough market value to cover the amount of the Claim. As a result of Mr. Schneiderman’s actions, Ironridge filed a motion in the California State Court on May 6, 2014 seeking to enforce the Stipulation signed by Mr. Schneiderman. The California State Court ordered the Registrant to comply with the Stipulation and issue the additional 1,646,008 shares to Ironridge. (The Registrant’s appeal of that order was dismissed by the Court of Appeal on June 30, 2015 because of the Registrant’s failure to conform to the injunctive provisions of the California State Court order.)
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On May 22, 2014, while the motion filed by Ironridge against the Registrant was pending in California State Court, Mr. Schneiderman directed the Registrant to file a complaint against Ironridge and its controlling persons in the United States District Court for the Central District of California, asserting violations of Section 10(b) of the Securities Exchange Act of 1934 and related federal rules and state laws by the Ironridge parties.
On September 25, 2015, the California State Court issued an Order requiring the Registrant to issue to Ironridge an additional 87,031,631 shares of the Registrant’s common stock under the adjustment formula in the Stipulation signed by Mr. Schneiderman, and the Court set additional matters for hearing in October 2015.
On October 19, 2015, the California State Court issued an Order prohibiting the Registrant and its directors, officers, attorneys and agents, including Mr. Schneiderman, from issuing or transferring any shares of the Registrant’s common stock to anyone other than Ironridge until after the additional 87,031,631 shares of the common stock have been issued to Ironridge (“October 2015 Order”). The Registrant has filed appeals of the California State Court’s orders issued in September and October 2015 and these orders requiring the Registrant to issue the additional shares to Ironridge are stayed pending appeal.
On March 16, 2016, Mr. Schneiderman filed a Motion for Relief to be released from the October 2015 Order prohibiting him from transferring his shares of the Registrant’s common stock. This Motion and all of the other pending motions are scheduled for hearing in the California State Court on July 26, 2016. Originally, Ironridge opposed Mr. Schneiderman’s motion for relief. Originally, the Registrant did not oppose Mr. Schneiderman’s motion. Subsequently, Ironridge filed a stipulation in support of Mr. Schneiderman (“June 2016 Stipulation”) in apparent exchange for which Mr. Schneiderman signed and filed the June 2016 Schneiderman Affidavit. However, the Registrant is objecting to that June 2016 Stipulation on the grounds that the June 2016 Schneiderman Affidavit contradicts and is inconsistent with the facts and prior statements by Mr. Schneiderman.
For example, in Paragraph 2 of the June 2016 Schneiderman Affidavit, he states: “[a]ll of the statements made in the Declaration of Robert Schneiderman in Support of Joint Ex Parte Application for Order Approving Stipulation for Settlement of Claims filed November 8, 2013 are true and correct.”
His Declaration in support of that Stipulation contains the following in Paragraph 8: “ he board of directors of [the Registrant] has considered the proposed settlement and has resolved that its terms and conditions are fair to, and in the best interests of, [the Registrant] and its stockholders.”
In addition, the related Stipulation which Mr. Schneiderman signed included the following:
Paragraph 4: “[Registrant’s] board of directors has considered the proposed transaction and has resolved that its terms and conditions are fair to, and in the best interests of, [Registrant] and its stockholders.”
Paragraph 11: “[Registrant] represents, warrants and covenants as follows: . . . (d) [Registrant] has all necessary power and authority to execute, deliver and perform all of its obligations under this Stipulation and Order, the execution, delivery and performance of which have been duly authorized by all requisite action on the part of [Registrant], including without limitation approval by its board of directors[.]”
However, as noted above, the Board of Directors of the Registrant was not informed of the Ironridge transaction until the meeting of December 18, 2013, by which time 8,690,000 of the Registrant’s common stock had been issued to Ironridge and the transaction had been approved by the California State Court.
For a further example, in Paragraph 4 of the June 2016 Schneiderman Affidavit, he states that:
“I have no knowledge that anyone at Ironridge ever engaged in any improper or manipulative conduct with regard to [Registrant] or its stock, or that Ironridge ever sold stock in a manner that hurt the company or its stock price. To the best of my knowledge, Ironridge sold in a manner that was in full compliance with the terms of the parties’ agreement and the Court’s order, and that impacted the stock as little as possible. I have no knowledge that Ironridge ever acted in any way inconsistent with its ethical responsibilities under the agreement.”
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However, in the Registrant’s Form 8-K filed May 27, 2014, Mr. Schneiderman stated:
“The Registrant has filed this lawsuit [in the federal court in California] because, in the Registrant’s view, Ironridge breached several material representations it made to the Registrant prior to the November 2013 transaction described above on which the Registrant relied. For example, Ironridge told the Registrant that . . . (ii) Ironridge would not take any action to affect the Registrant’s stock price. The Registrant has uncovered facts that shows [sic], in the Registrant’s view, that these representations have been breached.”
In addition, in March 2015, Mr. Schneiderman signed an Affidavit in the New Jersey litigation containing the following statement in Paragraph 7: “After issuing stock to Ironridge over a period of time, Scrips discovered that Ironridge was illegally manipulating its stock price.”
The June 2016 Stipulation filed by Ironridge which contains the June 2016 Schneiderman Affidavit will be heard by the California State Court on July 26, 2016. The Registrant has instructed its counsel to bring to that Court’s attention the multiple inconsistencies between the various Schneiderman affidavits and declarations, the SEC filings and other prior statements made by Mr. Schneiderman.
AFFIDAVIT OF ROBERT SCHNEIDERMAN
I, Robert Schneiderman, being duly sworn, depose and state as follows:
1. I was the President and Chief Executive Officer of ScripsAmerica, Inc. ("SCRC"
, a Delaware corporation, until June 30, 2015. Unless otherwise indicated, I have personal knowledge of the facts set forth herein as of June 30, 2015 and if called to testify as a witness, could and would testify truthfully and competently thereto. 2. All of the statements made in the Declaration of Robert Schneiderman in Support of Joint Ex Parte Application for Order Approving Stipulation for Settlement of Claims filed November 8, 2013 are true and correct.
3. SCRC's stock is traded on the on the OTC Pink Sheets under the ticker symbol "SCRC." There has not always been an efficient market for SCRC's stock, and trading has fluctuated significantly in price, volume and liquidity over the past three years. SCRC's stock was in steep decline in the Fall of 2013, having dropped more than 80% in less than four months, from a high of $0.97 per share on July 11, 2013, to $0.18 per share on November 7, 2013. On November 8, 2013, SCRC entered into a Stipulation for Settlement of Claims ("Stipulation"
with Ironridge Global IV, Ltd. ("Ironridge" , a British Virgin Islands company, which was approved by the California Superior Court. To the best of my knowledge the prior decline in SCRC's stock would not have been caused by Ironridge, because it did not have any shares to sell during this period. 4. To the best of my knowledge, prior to June 30, 2015, Ironridge has at all times fully and completely complied with all of its obligations under the Stipulation and the Court Order. I have no knowledge at all as to whether Ironridge complied with the Stipulation and Order after June 30, 2015. I have no knowledge that anyone at Ironridge ever engaged in any improper or manipulative conduct with regard to SCRC or its stock, or that Ironridge ever sold stock in a manner that hurt the company or its stock price. To the best of my knowledge, Ironridge sold in a manner that was in full compliance with the terms of the parties' agreement and the Court's order, and that impacted the stock as little as possible. I have no knowledge that Ironridge ever acted in any way inconsistent with its ethical responsibilities under the agreement.
5. Although SCRC had delivered shares earlier, I was advised by Ironridge that it waited until December 3, 2013 before beginning to sell any shares, and I have no personal knowledge to the contrary. This delay provided the opportunity for the exchange to be a catalyst to positive results, improved company performance, and higher stock price. The market reacted well to the Stipulation, and the stock price increased to $0.23 on November 11, 2013. The price then gradually began to decline again, even though I have no reason to believe Ironridge sold any shares prior to December 3. Over time the stock price continued to decline, but at a significantly slower rate than before the Stipulation. I have no factual reason to believe that any decline was caused by Ironridge.
6. Although it was ordered to do so, as of the time of my resignation SCRC had not issued any additional shares to Ironridge since February 27, 2014. Thereafter, based on SCRC's annual report on Form 10-K for the year ended December 31, 2014, Ironridge was issued an additional 1,646,550 shares. During this time, SCRC's stock price had dropped approximately 70%, from $0.12 per share on May 6, 2014, to $0.038 per share on February 8, 2016. I have no knowledge that this decline would have been caused by lronridge.
7. Since entering into the Stipulation, SCRC issued more shares to others than to Ironridge. SCRC issued a total of 11,953,558 common shares to Ironridge, but since November 8, 2013 had issued 50,553,766 shares to third parties, pursuant to financing agreements, consulting agreements, and for the liquidation of liabilities of SCRC. Accordingly, there has been a dramatically greater dilutive effect from issuing shares to third parties than to Ironridge. In addition, the majority of the increase in outstanding shares was due to the fact that the share price declined much more than expected, resulting in many more shares being owed than anticipated at the time the Stipulation was entered into. I have no knowledge that this was caused by Ironridge.
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8. SCRC has declined in part because of its extremely poor financial performance. The company has not reported any financial results for Q2, Q3 and Q4 2015 or Q1 2016. On January 29, 2016, SCRC filed its annual report on Form 10-K for the year ended December 31, 2014. The company had losses of $4.7 million for calendar 2014, with accumulated losses since formation of$18.4 million. SCRC spent $31.4 million on operating expenses, nearly ten times cost of goods sold. Liabilities increased by $3.8 million in 2014 and year-end liabilities exceeded assets by over 120%. As of the end of 2014 the company had accounts payable and debt totaling over $5.9 million, which exceeds the total market capitalization of the company. SCRC's auditors expressed substantial doubt about the entity's ability to continue as a going concern. In addition, SCRC had incurred millions of dollars of convertible debt with toxic investor hedge funds, consultants and insiders, many of which converted into equity at substantial discounts, which may have caused the stock price to drop.
9. I have no personal knowledge that the Stipulation or subsequent resales by Ironridge had any significant negative impact on SCRC's stock price.
10. The Stipulation had minimum dilutive effect to other SCRC stockholders, and was highly accretive, because the company was able to settle approximately $700,000 in debt which it could not afford to pay, in exchange for common equity. SCRC did not pay any fees or any money of any kind to Ironridge, but instead only delivered it shares of common stock pursuant to the court-approved formula.
11. SCRC was not solicited by Ironridge or its representatives. Ironridge did not contact SCRC. SCRC did not review or respond to any promotion of Ironridge or any financing model, on any website, in any publication, or elsewhere. Rather, SCRC initiated contact with Ironridge via a third party consultant that had been engaged by SCRC to determine whether Ironridge would agree to purchase SCRC's outstanding debts and exchange them for stock.
12. Ironridge and its representatives did not provide any legal advice regarding acceptance of the Stipulation and contemplated exchange in reliance on section 3(a) (10) ofthe Securities Act. Further, Ironridge and its representatives never provided SCRC with any legal advice, financial advice, investment advice, or other advice of any kind. In making a determination whether to enter into the Stipulation, SCRC relied entirely on the advice of its own independent attorneys and financial advisors.
13. Ironridge and its representatives did not advise or assist SCRC in identifying creditor claims for a possible purchase by Ironridge. Ironridge purchased the bona fide outstanding claims of third party creditors in the amounts stated in the Receivable Purchase Agreements. Ironridge paid the creditors in full.
14. At the time of my resignation, SCRC had delivered 10.3 million shares of its Common Stock to Ironridge under the Stipulation, which Ironridge sold into the public markets. Subsequently, SCRC's 2014 10-K filing indicates the issuance of an additional 1,646,550 shares. The Stipulation and the court order approving it remain in full force and effect, and I have no knowledge of any factual basis to contest, revoke, challenge or modify them without consent from the other party and approval from the Superior Court of the State of California, other than my filing seeking relief from the injunction on transfers of my SCRC stock.
15. The Stipulation contains a pricing formula designed to protect Ironridge from pricing fluctuations. Due to a number of factors completely unrelated to Ironridge, the price of SCRC's common stock has declined, resulting in greater shares due to Ironridge under the Stipulation. Pursuant to the Court's October 19, 2015 order, SCRC owes 87,031.631 million additional shares to Ironridge.
16. The board of directors of SCRC approved the Stipulation as fair and reasonable, and in the best interests of the company and its stockholders. I have no factual basis to contend this is not the case. As of the date of my resignation on June 30, 2015, Ironridge had not received its full anticipated benefit under the Stipulation.
