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): September 29, 2020
CONVERSION
LABS, INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
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000-55857
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76-0238453
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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800
Third Avenue, Suite 2800
New
York, NY 10022
(Address
of principal executive offices, including zip code)
(866)
351-5907
(Registrant’s
telephone number, including area code)
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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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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None
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None
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None
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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 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. [ ]
Item 1.01 Entry into a Material Definitive Agreement.
As
previously reported on the Company’s Current Report of Form 8-K filed with the Securities and Exchange Commission on June
7, 2019, the Company entered into a Consulting Agreement with Blue Horizon Consulting, LLC, a Puerto Rico limited liability company
(“Blue Horizon”), to assist with development of Conversion Labs’ telemedicine business for an initial term of
3 years (the “Consulting Agreement”).
On
September 29, 2020 (the “Effective Date”), the parties entered into an amendment to the Consulting Agreement (the
“Amended Consulting Agreement”) primarily to change the compensation for services provided by Consultant, retroactive
to the Effective Date of the Original Consulting Agreement. Pursuant to the Amended Consulting Agreement, Blue Horizon
may receive an aggregate of up to 10,000,000 million shares of the Company’s common stock, subject to adjustment, upon the
Company reaching certain revenue milestones as set forth therein.
Happy
Walters, a member of the Company’s Board, is the sole owner of Blue Horizon. The Amended Consulting Agreement was approved
by the Company’s disinterested directors.
The
foregoing summary description of the Amended Consulting Agreement is qualified by reference to the full text thereof, a copy of
which is attached as Exhibit 10.1 and incorporated herein in its entirety.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
The
applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.
Item 9.01. Financial Statements and Exhibits.
*
filed herewith
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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CONVERSION
LABS INC..
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Date:
September 30, 2020
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By:
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/s/
Justin Schreiber
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Name:
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Justin
Schreiber
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Title:
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Chief
Executive Officer
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Exhibit 10.1
FIRST
Amendment to CONSULTING Agreement
This
FIRST Amendment to CONSULTING Agreement (this
“Amendment”) is entered into as of September 29, 2020 by and between Blue Horizon Consulting, LLC, a Puerto Rico limited
liability company (“Blue Horizon”), as Assignee under concurrent Assignment dated as of May 28, 2019, of all rights,
title and interests of Happy Walters, as “Consultant” as applicable both therein and herein, under that certain Consulting
Services Agreement (the “Agreement”), effective as of the same date, between Happy Walters and Conversion Labs, Inc.,
a Delaware corporation (the “Company”). The Consultant and the Company are also referred to together as the “Parties”.
RECITALS
WHEREAS,
the Parties previously entered into the Agreement, whereby the Company engaged Consultant to assist with development of Conversion
Labs’ telemedicine business (the “Original Agreement”); and
WHEREAS,
the Parties desire to amend the Original Agreement to increase the Compensation for Services provided by Consultant, retroactive
to the Effective Date of the Original Agreement.
NOW
THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereby agree as follows:
1. Amendments.
The Original Agreement shall be amended as follows:
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a.
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References
to the “Agreement” shall mean the Original Agreement, as amended by this Amendment.
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b.
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Section
D of the Original Agreement is hereby deleted in its entirety and replaced with the following, effective as of May 28,
2019.:
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Compensation
for Services. Provided that Consultant is still providing the Services, Consultant shall receive or shall be deemed entitled
to have received from the Company up to 10,000,000 shares of common stock of the Company, in aggregate, in increments of 2,000,000
shares in accordance with the following milestones:
At such time as Company’s telemedicine brands
collectively achieve topline revenue of at least:
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Number of Shares
of the Company
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$
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10,000,000
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2,000,000 shares
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$
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15,000,000
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2,000,000 shares
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$
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20,000,000
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2,000,000 shares
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$
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25,000,000
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2,000,000 shares
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$
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30,000,000
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2,000,000 shares
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Notwithstanding
the foregoing, the shares owed pursuant to this Agreement will only be issued when the Company has sufficient authorized shares
to make such an issuance. In the event of a stock-split, the number of shares shall be adjusted accordingly. A telemedicine brand
shall be defined as any brand owned by the company that provides virtual medical treatment or sells any prescription medication.
2. Counterparts.
This Amendment may be executed in several counterparts, each of which shall be deemed to be an original copy and all of which
together shall constitute one agreement binding on all parties hereto, notwithstanding that all the parties shall not have signed
the same counterpart.
IN
WITNESS WHEREOF, each of the undersigned hereby (a) executes this Agreement; (b) confirms its agreement with the provisions
and covenants herein provided; and (c) agrees to be bound by this Agreement.
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BLUE HORIZON CONSULTING, LLC:
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By:
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Name:
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Happy Walters
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Title:
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President
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CONVERSION LABS, INC.
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By:
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Name:
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Justin Schreiber
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Title:
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Chief Executive Officer
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