[Follow-up, Tuesday, July 27: Acquisition of Daptiv completed, buyer to continue operations.]

Daptiv Inc. has entered into an agreement to sell its assets to Parallax Capital Partners for $12.6 million, TechFlash has learned. The deal -- already approved by Daptiv's board -- would be a disappointing outcome for the 13-year-old maker of project management and collaboration software. Founded as eProject, the Seattle company raised $30 million in venture capital financing and was on track to do $20 million in recurring revenue this year.

According to M&A documents sent to shareholders, the corporate entity known as Daptiv Inc. is expected to dissolve following the completion of the asset sale, with an affiliate of Parallax known as Daptiv Solutions LLC serving as the purchaser. Common shareholders in Daptiv Inc. are expected to receive nothing, while the transaction amount is insufficient to the pay the full liquidation preferences of the preferred stockholders. [Editor's note: This post has been updated with clarifying information since its original publication].

UPDATE: Daptiv provided this statement to TechFlash today: "The company has no plans to shut down, cease operations or lay off any employees. Daptiv is a healthy, going concern and plans to be for the foreseeable future."

UPDATE II: In the comments below, Daptiv CEO Mark Klebanoff says there is misinformation in the TechFlash report and the comments that follow. Based on that, I wanted to provide the documents on which the story is based. Here's a look at the first two pages of the letter that went out to Daptiv shareholders this week: Page 1. Page 2. And here's a look at the first few graphs of that letter:

On July 19, 2010, the board of directors (the "Board") of Daptiv, Inc., a Delaware corporation (Daptiv" or the "Company"), unanimously approved an Asset Purchase Agreement (the "Purchase Agreement"), to be entered into by and among the Company, Daptiv Solutions, LLC, a Delaware limited liability company (the "Purchaser"), an affiliate of Parallax Capital Partners, and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as Seller Representative ("Shareholder Representative Services"). A copy of the purchase agreement is attached hereto as Exhibit A. The Purchase Agreement provides for the Company to sell substantially all of its assets to the Purchaser (the "Asset Sale"). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Purchase Agreement.

Following the closing of the Asset Sale, the Company will dissolve and the consideration to be paid to the Company in the Asset Sale will be used to pay certain outstanding liabilities of the Company and to provide for the payment of potential liabilities.

The acquisition was expected. Last month, CEO Chase Franklin stepped down as CEO after failing to raise additional capital for the business. The company also cut 15 percent of its workforce.

"Everyone thought there was an opportunity to take this company and jump it up, and operate it at a higher level and grow in a different direction," Franklin said at the time. "We made a good attempt at that and ultimately just weren't able to raise money around that opportunity."

At the time of those remarks, newly-appointed CEO Mark Klebanoff declined to comment on a possible sale. But he did allude to coming changes in how the business would operate. "Today, we pivot from what would have been an outside investment-funded growth plan to an organic or profit-driven growth plan," he said.

Daptiv employs 90 people. The company's software is used by more than 500 organizations, including Frontier Airlines, Honeywell and Blue Cross/Blue Shield.

In 2008, Daptiv posted a net loss of $2 million on revenue of $18 million. The company declined to comment in response to our initial request.

[Follow-up, Tuesday, July 27: Acquisition of Daptiv completed, buyer to continue operations.]