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Friday, December 2, 2022

Symbolic Logic Inc (OTCMKTS: EVOL) Hits the OTCB With a Bang ($34.2MM Cash, Tender Offer, Asset Sale)

Symbolic Logic Inc (OTCMKTS: EVOL) has hit the OTCQB with a bang dropping to lows of $0.84 initially but moving up quickly back over $1.30 per share. The stock hit the bulletin boards after the Company was delisted from the NASDAQ following the sale of virtually all of the Company’s operations in real-time digital engagement solutions and services for $40 million. So far, the Company has received $36,032,899 and may receive up to an additional $2,500,000 in consideration pursuant to the terms of an escrow agreement leaving a debt free Company with $34.2 million in cash trading at a total market valuation of just $13 million. Currently there are just 12,333,184 shares issued and outstanding. 

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On May 23 EVOL filed a tender offer offering to purchase for cash shares of its common stock, pursuant to a modified “Dutch auction” whereby stockholders may tender shares: (i) at prices specified by the tendering stockholders of not less than $1.30 and not more than $1.55 per share or (ii) at the Purchase Price (as defined below) determined as described herein. In either case, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in this Offer to Purchase and in the related letter of transmittal The Company is offering to purchase for cash shares having an aggregate purchase consideration under the Offer of no more than $9.6 million. 

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Symbolic Logic Inc (OTCMKTS: EVOL) operating out of Englewood, Colorado, has decided to evaluate new areas of business following the sale of its assets in real-time digital engagement solutions and services in December 2021, and is currently a research and development organization with two initial areas of product focus, each of which are in a research-oriented pre-release mode. The two areas of focus are in the application of self-learning algorithms as well as the symbolic tagging and organizing of physical objects. 

The Company is developing a set of proprietary algorithms that model and predict behavior of dynamic systems. The algorithms it is developing are novel but based on the team’s collective experience having built big data and machine learning systems that drove marketing programs for almost a billion consumers in its previous operating businesses at the Company. There exists a set of code that is currently in an engineering-complete first stage of development and ready for testing and quality control changes. These algorithms can be used for a number of purposes including consumer behavior detection and prediction as well as for the modeling of the behavior of physical and financial objects. In particular, the company is focusing its application on the modeling of the behavior of chaotic crypto-based financial instruments. In 2022, the Company expects that it will implement back-testing of algorithms against historical data sets; migrating to real-time testing against live transaction data and implementing small-scale testing of automated algorithms. 

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EVOL

 

Symbolic Logic has also begun developing a set of tools and technologies for applying (‘sticking’) symbolic content to physical objects to catalog and, in doing so, gaining the ability to track real-world objects in a novel way. This technique and the databases created as a result can be used in a range of applications including travel, crowd-sourced organic information (crime, parking, etc.), as well as for historical and demographic research. 

In this development area of the symbol tagging application, the team is building a set of databases and prototypes which are currently working in a test environment. The development includes a prototype front end which is running on Apple’s iOS as well as a back-end which is based on Java, Linux, and MySQL. This initiative remains in an early, research-oriented stage. 

Finally, the Company’s directors and executives maintains an extensive background in mergers and acquisitions (“M&A”) activity. The Company plans to use its cash assets, and network of relationships to seek to acquire businesses and/or assets as well as consider strategic partners. 

On December 31, 2021, EVOL closed on the terms of the Equity Purchase Agreement and two Software Purchase Agreements dated as of October 15, 2021, with subsidiaries and affiliates of PartnerOne Capital, Inc. The Purchase Agreements provided for the sale and transfer of substantially all of Evolving Systems’ operating subsidiaries and all of its assets to the Purchasers for an aggregate purchase price of $40 million. The Purchase Agreements included customary terms and conditions, including an adjustment to the purchase price based on Evolving Systems’ cash and cash equivalents on hand as of the closing date and provisions that require Evolving Systems to indemnify the Purchasers for certain losses that it incurs as a result of a breach by Evolving Systems of its representations and warranties in the Purchase Agreements and certain other matters. Evolving Systems received cash proceeds of $36,032,899 and may receive up to an additional $2,500,000 in consideration pursuant to the terms of an escrow agreement entered into in connection with the Equity Purchase Agreement. 

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Currently trading at a $13 million valuation EVOL has $34.2 million in cash in the treasury and over $38 million in assets and no debt. Fresh off the NASDAQ following the sale of the Company’s real-time digital engagement solutions and services for $40 million the Company has two initial areas of product focus, each of which are in a research-oriented pre-release mode. The two areas of focus are in the application of self-learning algorithms as well as the symbolic tagging and organizing of physical objects. Currently EVOL is rocketing northbound after being way oversold to $0.84 and is quickly gaining momentum as penny stock speculators bid up the price. We will be updating on EVOL when more details emerge so make sure you are subscribed to Microcapdaily so you know what’s going on with EVOL.

Disclosure: we hold no position in EVOL either long or short and we have not been compensated for this article.

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