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): March 26, 2021
USA EQUITIES CORP.
(Exact Name of Registrant as Specified in its Charter)
0-19041
(Commission File No.)
| Delaware | 30-1104301 | |
|
(State of Incorporation) |
(I.R.S. Employer Identification No.) |
|
|
901 Northpoint Parkway Suite 302 West Palm Beach FL 33407 |
33407 | |
| (Address of Principal Executive Offices) | (ZIP Code) |
Registrant’s telephone number, including area code: (929) 379-6503
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):
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | 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:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
| Common Stock, $0.0001 par value | USAQ | OTCMKTS |
Item 1.01 Entry into a Material Definitive Agreement.
On March 26, 2021, USA Equities Corp (the “Company”) entered into an Amendment to the Exclusive Distribution Agreement (the “Distribution Agreement”) with MedScience Research Group, Inc., a Florida Corporation (“MedScience”), whereby MedScience granted the Company an exclusive right to distribute its allergy diagnostic and allergen immunotherapy system named AllergiEnd® and related components (the “Products”) for sale to physicians other than allergy specialists. Specifically, to enable the Company to increase its physician network development and marketing efforts and thereby increase revenues to both MedScience and the Company, MedScience agreed to reduce the distribution price to the Company by approximately 20% in return for the Company’s agreement to devote the savings to building out its internal sales force and continue making investments into medical education programs to expand the number of physicians purchasing the products and services provided by MedScience to the Company.
The above description of the Agreement does not purport to be complete and is qualified in its entirety by the full text of such Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 8.01 Other Events
The Company has entered into a Recourse Receivables Purchase & Security Agreement with Porter Capital Corporation whereby Porter will make periodic advances to the Company, initially up to $150,000, against designated receivables sold to Porter and secured by substantially all of the Company’s assets. The Company has already used this facility to initiate sales to a number of new physician clients and expects that the facility will help increase its marketing efforts.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this current report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: March 26, 2021 | ||
| USA Equities Corp. | ||
| /s/ Troy Grogan | ||
| Name: | Troy Grogan | |
| Title: | CEO and Chairman | |
Exhibit 10.1
CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE.
AMENDMENT NO. 1 TO EXCLUSIVE DISTRIBUTION AGREEMENT
This Amendment No. 1 to the Exclusive Distribution Agreement (this “Amendment”), effective as of March 26, 2021 (the “Amendment Date”), is entered into by and between MEDSCIENCE RESEARCH GROUP, INC., a Florida corporation (“Manufacturer”), and USA EQUITIES CORP, a Delaware corporation (“Distributor”). Manufacturer and Distributor are each referred to herein as a “Party” and collectively, the “Parties.”
WITNESSETH
WHEREAS, the Parties entered into an Exclusive Distribution Agreement dated as of October 23, 2020 (the “Original Agreement”); and
WHEREAS, the Parties wish to amend the Original Agreement in certain respects as described herein.
NOW, THEREFORE, the Parties hereby agree as follows:
1. Amendments. (a) Distributor agrees to pay Manufacturer the price per Product identified in Exhibit A attached hereto.
(b) Commencing April 15, 2021, Distributor shall devote at least nine tenths of the savings to Distributor resulting from the reductions in the prices of the products and services set forth on Exhibit A from the original prices set forth in Exhibit A to the Original Agreement to activities reasonably intended to increase the volume of products and services Distributor acquires from the Manufacturer. Such activities shall include but not be limited to increasing its internal sales force or the number of outside sales agencies engaged by Distributor and providing medical education programs directed to physicians featuring the Manufacturer’s products and services.
No later than June 30, 2021, and each December 31 occurring thereafter, Distributor shall provide Manufacturer with a report setting forth in reasonable detail the expenditures made in accordance with the foregoing.
2. Governing Law. This Amendment shall be construed and interpreted in accordance with the laws of Delaware, without giving effect to the choice-of-law provisions thereof.
3. Counterparts. This Amendment may be executed in counterparts with the same effect as if both Parties had signed the same documents. All such counterparts shall be deemed an original, shall be construed together, and shall constitute one and the same instrument.
4. Distribution Agreement Remains in Effect. Except as provided herein, all provisions, terms and conditions of the Distribution Agreement shall remain in full force and effect. As amended hereby, the Distribution Agreement is ratified and confirmed in all respects.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
IN WITNESS WHEREOF, the parties hereto have caused this Distribution Agreement to be duly executed by their duly authorized representatives as of the Effective Date.
| MANUFACTURER | ||
| MEDSCIENCE RESEARCH GROUP, INC. | ||
| By: | /s/ | |
| Name: | ||
| Title: | Senior Manager | |
| DISTRIBUTOR | ||
| USA EQUITIES CORP. | ||
| By: | /s/ | |
| Name: | ||
| Title: | Chief Executive Officer | |
Exhibit A
The Distributor’s Product Pricing is as follows:
The current listed selling prices of the Company’s Products are as follows:
Item 4200, the complete AllergiEnd 42 test Kit (Environmental)…………..….. [***]
Item 3600, the complete AllergiEnd 42 test Kit (Food)……..………………..….. [***]
Item 1038, AllergiEnd Low Dose Sublingual Immunotherapy (SLIT) Unit..........W[***]
Item 1039, AllergiEnd Maintenance Dose Sublingual Immunotherapy (SLIT) Unit. W[***]
Item 3007 to 3008 Allergen Subcutaneous Injectable Mixtures (SCIT) per 46 dose set [***]
Item 3009 Allergen Subcutaneous Injectable Maintenance 12 Dose vial [***]
W= Wholesale R= Retail