Item 1.01 Entry into a Material Definitive Agreement.
On
corporation and successor in interest to
corporation which was previously a
“Company”) entered into Amendment No. 1 (the “Amendment”) to the Merger
Agreement (the “Merger Agreement”) by and between the Company,
Corp.
Pursuant to the terms of the Merger Agreement, the parties agreed that Merger
Sub would merge with and into HSH, with HSH being the surviving entity (the
“Merger”). Pursuant to the Amendment, the date provided to consummate the Merger
Agreement was extended from
the extension is to provide the parties with additional time to complete the
Merger and the other transactions as set forth in the Merger Agreement.
Further, pursuant to the Amendment, the Company and HSH agreed to reasonably
cooperate to terminate the engagement of the Company’s prior registered agent in
the Amendment, the Company agreed to issue shares of the Company’s common stock
as required by the Merger Agreement, with the shares to be issued in book entry
by the Company’s transfer agent, within 10 days of
Further, pursuant to the Amendment, HSH agreed to pay the costs and expenses of
the Company resulting from the Company’s engagement of professional service
providers, including, but not limited to, those of the transfer agent, legal
counsel and auditors, until the earlier of the closing of the Merger or the
termination of the Merger Agreement.
Further, pursuant to the Amendment, the parties acknowledged that the Company
and HSH are represented by the same legal counsel and that counsel has advised
each of the parties to retain separate counsel to review the terms of the Merger
Agreement and the Amendment, and that each party waived such right and waived
any related conflicts of interests and confirmed that the parties have
previously negotiated the material terms of the Merger Agreement and the
Amendment. Further, pursuant to the Amendment, the prior notice person for the
Company was removed.
Other than the foregoing, no other material changes were made to the Merger
Agreement in the Amendment.
The foregoing description of the Amendment and the transactions contemplated
thereby does not purport to be complete and is qualified in its entirety by the
actual Amendment, a copy of which is filed as Exhibit 2.1 to this Current Report
on Form 8-K and incorporated herein by reference.
Item 3.02 Unregistered Sales of
On
stock to three parties, totaling 114,599,754 shares of common stock in the
aggregate, in accordance with the Amendment and the Merger Agreement as
consideration for the services provided to the Company by its receiver.
The above issuances of shares of common stock were issued in reliance on Section
4(a)(2) of the Securities Act of 1933, as amended and the provisions of
Regulation D promulgated thereunder.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
The following exhibits are filed with this report:
Exhibit No. Description 2.1* Amendment datedAugust 25, 2020 , to Merger Agreement datedJune 14, 2019 , by and amongHealthcare Solutions Management Group, Inc. ,Verity Merger Corp. andHealthcare Solutions Holdings, Inc. * Filed herewith. 2
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