UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 25, 2020
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HEALTHCARE SOLUTIONS MANAGEMENT GROUP, INC. |
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(Exact name of registrant as specified in its charter) |
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Delaware |
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333-147367 |
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38-3767357 |
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(State or other jurisdiction of incorporation or organization) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
387 Corona St., Suite 555, Denver, CO 80218
(Address of principal executive offices)
(720) 442-7000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 1.01 Entry into a Material Definitive Agreement.
On August 25, 2020, Healthcare Solutions Management Group, Inc., a Delaware corporation and successor in interest to Verity Delaware Inc., a Delaware corporation which was previously a Nevada corporation named Verity Corp. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to the Merger Agreement (the “Merger Agreement”) by and between the Company, Verity Merger Corp., a wholly owned subsidiary of the Company (the “Merger Sub”), and Healthcare Solutions Holdings, Inc. (“HSH”) dated June 14, 2019.
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 July 30, 2019, to September 30, 2020. The purpose of 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 Nevada, with the costs related thereto to be paid by HSH. Further, pursuant to 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 August 25, 2020.
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 Equity Securities.
On August 27, 2020, the Company issued 38,199,918 shares each of its common 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:
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Exhibit No. |
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Description |
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* Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Healthcare Solutions Management Group, Inc. |
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Date: August 28, 2020 |
/s/ Robert Stevens |
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Robert Stevens |
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Receiver |
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EXHIBIT 2.1
AMENDMENT NO. 1 to MERGER AGREEMENT
This Amendment No. 1 to Merger Agreement (this “Amendment”), dated as of August 25, 2020 (the “Amendment Date”), is entered into by and among (i) Healthcare Solutions Management Group, Inc., a Delaware corporation and successor in interest to Verity Delaware Inc., a Delaware corporation which was previously a Nevada corporation named Verity Corp. (“HSMG”), (ii) Verity Merger Corp., a Delaware corporation and a wholly owned subsidiary of HSMG (“Merger Sub”) and (iii) Healthcare Solutions Holdings, Inc., a Delaware corporation (“HSH”). HSMG, Merger Sub and HSH may be collectively referred to herein as the “Parties” and individually as a “Party.”
WHEREAS, the Parties are all of the parties to that certain Merger Agreement, dated as of June 14, 2019 (the “Original Agreement”) and now desire to amend the Original Agreement as set forth herein, and pursuant to Section 9.02 of the Original Agreement the Parties may amend the Original Agreement in writing;
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
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1. |
Amendments. Pursuant to Section 9.02 of the Original Agreement, the Original Agreement is hereby amended as follows: |
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(a) |
The date “July 30, 2019” in Section 7.03(g) of the Original Agreement is hereby amended to be “September 30, 2020”. |
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(b) |
The following is hereby added to the Original Agreement as a new Section 2.19 thereof, and the table of contents of the Original Agreement is deemed updated to include a reference to the same: |
Section 2.19 Additional Covenants and Agreements.
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(a) |
Prior to the Closing, HSMG and HSH shall reasonably cooperate to terminate the engagement of HSMG’s prior registered agent in Nevada, with the costs related thereto to be paid by HSH. |
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(b) |
Within 10 days of the Amendment Date, HSMG shall issue the shares of Common Stock as required pursuant to Section 2.07 of this Agreement, which shares shall be issued in book entry format by HSMG’s transfer agent. The Parties acknowledge and agree that Section 2.07 of the Original Agreement required such shares to be issued “immediately prior to the Closing”, and the Parties now desire to waive and amend such provision such that the shares as set forth in Section 2.07 of the Agreement shall be issued as set forth in this Section 2.19(a). |
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(c) |
The Parties acknowledge and agree that the costs and expenses of HSMG resulting from HSMG’s engagement of BMKR, LLP; Anthony L.G., PLLC, David Natan and BF Borgers CPA PC which are incurred prior to the Closing or the earlier termination of this Agreement shall be paid by HSH. |
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(d) |
The Parties acknowledge and agree that the bills, costs and expenses of Pacific Stock Transfer, HSMG’s transfer agent, as of the Amendment Date and until the Closing or the earlier termination of this Agreement shall be paid by HSH. |
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(e) |
The Parties acknowledge and agree Jodi K. Stevens has been paid for work performed on behalf of HSMG through the Amendment Date, and that any additional work performed for HSMG as requested by HSH prior to the Closing shall be at an additional cost of $10,000 per period of financials to which such work relates. |
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(c) |
The following is hereby added to the Original Agreement as a new Section 9.14 thereof, and the table of contents of the Original Agreement is deemed updated to include a reference to the same: |
Section 9.14 Counsel. The Parties acknowledge and agree that Anthony L.G., PLLC (“Counsel”) has acted as legal counsel, and is acting as legal counsel, to each of the Parties. Each of the Parties acknowledges and agrees that they are aware of, and have consented to, the Counsel acting as legal counsel to each of the foregoing, notwithstanding that Counsel has advised each of the Parties to retain separate counsel to review the terms and conditions of this Agreement and the other documents to be delivered in connection herewith, and each Party has either waived such right freely or has otherwise sought such additional counsel as it has deemed necessary. Each of the Parties hereby waives any such conflict of interest, and confirms that the Parties have previously negotiated the material terms of the agreements as set forth herein.
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(d) |
Section 9.02 of the Original Agreement is amended by removing Davisson & Associates, PA as a party to which copies of notices to HSMG need be delivered. |
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Remainder in Force. Other than as amended herein, the Original Agreement shall remain in full force and effect until terminated in accordance with its terms. Any reference in the Original Agreement to the “Agreement” shall now be deemed a reference to the Original Agreement as amended by this Amendment. |
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3. |
Miscellaneous. |
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(e) |
Defined terms used herein without definition shall have the meanings given in the Original Agreement. The headings in this Amendment are for reference only and shall not affect the interpretation of this Amendment. |
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(f) |
This Amendment and the rights and obligations of the Parties shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction). |
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(g) |
This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Amendment delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Amendment. |
[Signatures appear on following page]
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IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed as of the Amendment Date.
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