Glance Technologies Announces Settlement, Amended License Agreement

Glance Technologies (CSE:GET.CN) announced that it has reached agreements with its licensing and sub licensing partners, Yield Growth and Loop Insights.

According to the company, the new agreements do not require Glance to provide any products or services.

As quoted in the press release:

The agreements clarify the shareholdings and obligations among the parties to reflect the current commercial relationships and establish trading restrictions to prevent large share divestitures over short periods of time.

Management believes these arrangements will help remove uncertainty and unnecessary distraction thus allowing management to better focus on its key initiatives while still significantly participating in any future upside of the other parties success. Glance believes this development should also help the other parties move forward, thus helping to unlock the value of Glance’s interest in those parties.

Glance’s existing license agreement with Yield will be amended and restated to significantly reduce the scope of the license going forward and removes any obligations of Glance to provide products or services to Yield going forward. Further, Glance and Yield have entered into a release and settlement agreement pursuant to which both Glance and Yield are released from all obligations and claims with respect to each other.

As part of the agreement with Yield, Glance will now own 9 million shares of Yield and will be issued 6 million warrants to purchase Yield shares with a five-year term at a price per share of an initial public offering or listing price of Yield. Previously, Glance owned 20.9 million Yield shares.

Concurrently, Penny Green has agreed to certain trading restrictions relating to the next 6.84 million Glance shares she owns (or is the beneficial owner of) that are due to be released from escrow (the “Restricted Shares”). Of note, Ms. Green has agreed not to sell more than 20,000 of the Restricted Shares in a single day. The majority of Ms. Green’s Glance shares remain subject to escrow agreements, with remaining tranches set to be released between March 2019 and September 2020. Glance has also entered into an agreement in which it agrees not to sell more than 20,000 of its Yield shares in a single day.

Ms. Green has also entered a voting support agreement requiring her to support and vote in favour of any candidates for the Glance Board of Directors that are nominated by Glance’s current Board. Glance has also entered into a voting support agreement to support and vote in favour of any candidates for the Yield Board of Directors that are nominated by Yield’s current Board. A mutual non-disparagement agreement will apply to both Yield and its directors and certain executives (including Ms. Green), and to Glance and its directors.

Under a separate concurrent agreement with Loop, the Yield sublicense of Glance technology to Loop is cancelled, and at the same time Glance has entered into a more limited scope license agreement directly with Loop, as well as a non-binding letter of intent to explore ways to work together and leverage each other’s technology. Glance will receive 1 million shares of Loop in connection with the license agreement, in place of the 4 million shares it current owns. Any compensation that may arise from the non-binding letter of intent has not yet been determined.

With these voting, trading and contractual uncertainties behind it, Glance is excited about its future potential and its strengthened focus on key initiatives.

Click here for the full text release.