Historically, Walker Innovation Inc., a Delaware corporation (collectively, with its subsidiaries, the “Company” or “Walker Innovation”), sought to develop and commercialize its unique portfolio of intellectual property assets through its licensing and enforcement operations (“Licensing and Enforcement”). In response to challenging developments in the patent licensing and enforcement environment and the cessation of the Company’s custom innovation work the Company undertook an extended period of evaluation of potential acquisitions. On June 28, 2018, the Board of Directors of Walker Innovation concluded that none of the viable acquisition targets presented characteristics that fulfilled our criteria of increasing shareholder value and creating opportunity for investors and approved the liquidation and dissolution of the Company pursuant to a Plan of Complete Liquidation and Dissolution (as amended, “Plan of Complete Liquidation and Dissolution” or the “Plan”), subject to stockholder approval. The dissolution of the Company was approved by its stockholders at a special meeting held on September 5, 2018.
On September 7, 2018, the Company filed a certificate of dissolution with the Secretary of State of the State of Delaware, which filing became effective on September 20, 2018 (the “Effective Date”). Subsequently, on September 27, 2018, the Company completed its initial liquidating distribution in the amount of $0.48 per share to each holder of its common stock and Series B Convertible Preferred Stock, or $16,844,791 in the aggregate. The liquidating distribution was made to stockholders as of the Effective Date (including trades through the Effective Date that settled after the Effective Date). In connection with the initial liquidating distribution, the Company’s trading symbol on the OTCQB was deleted, the CUSIP for the common stock suspended and the Company’s transfer agent closed the transfer books as of the Effective Date (including trades through the Effective Date that settled after the Effective Date).
Prior to the Effective Date, Walker Digital, LLC (“Walker Digital”), was the owner of approximately 82% of the voting interest in the Company and approximately 48% of the economic interest (approximately 42% on a fully diluted basis), and voted for the Plan of Complete Liquidation and Dissolution.
Prior to the Effective Date, the Company was led by entrepreneur and inventor Jay Walker, who is best known as the founder of Priceline.com.