Current Report Filing (8-k)
May 08 2020 - 3:51PM
Edgar (US Regulatory)
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): May 5, 2020
eWELLNESS
HEALTHCARE CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
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000-55203
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90-1073143
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(State or other jurisdiction
of Incorporation)
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(Commission
File Number
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(IRS
Employer
identification Number
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eWellness
Healthcare Corporation
333
Las Olas Way, Suite 100
Ft.
Lauderdale FL 33301
(Address
of principal executive offices)
Registrant’s
Telephone Number, including area code: (855) 470-1700
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under
any of the following provisions:
[ ]
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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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Securities
registered pursuant to Section 12(b) of the Act: None
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 [X]
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
8.01 OTHER EVENTS.
On
May 5, 2020, eWellness Healthcare Corporation, OTCQB: EWLL (“EWLL” or the “Company”) entered into a non-binding
letter of intent (“LOI”) with Lord Global Corporation, OTC: LRDG (“LRDG”),
a copy of which is attached as Exhibit 10.33 hereto.
The
parties agreed, subject to the execution of a definitive agreement (“Definitive Agreement”), that the LRDG: (i) will
issue to the Company shares of a newly authorized series of LRDG preferred stock (the “New LRDG Preferred Stock”)
which will be convertible into a total of 2,000,000 shares of LRDG’s common stock, subject to a 4.99% “blocker”
or beneficial ownership limitation; (ii) will create a U.S. marketing entity for EWLL’s PHZIO and MSK360 telemedicine physical
therapy operations to independent contractors an “gig” economy workers; (iii) will provide initial funding in an amount
of $250,000 on or about May 15, 2020; (iv) will provide additional funding in an amount equal to 50% of the convertible note financing
transactions entered into by LRDG during the 12-month period from the execution of the Definitive Agreement, which will occur
only after EWLL’s pending registration statement on Form S-1 is declared effective by the SEC; and (v) will file a registration
statement after execution of the Definitive Agreement for the registration, issuance and sale of LRDG’s equity securities
for the benefit and funding of the Company’s growing telemedicine operations. The foregoing is referred to collectively,
as the “LRDG Obligations”, all of which are subject to the execution of the Definitive Agreement, after customary
due diligence.
In
consideration for LRDG’s fulfillment of the above-referenced LRDG Obligations, the Company has agreed, subject to the execution
of the Definitive Agreement, to: (i) pay to LRDG 10% of the commissions generated from the fees paid to the Company by the independent
contractors and “gig” workers using the EWLL’s PHZIO and MSK360 platform in their physical therapy practices;
and (ii) the assignment by the Company to LRDG of 25% of EWLL’s cash flow from its revenue stream (“EWLL’s Cash
Flow”), payable in arrears on a quarterly basis, commencing on the execution of the Definitive Agreement. The foregoing
is referred to, collectively, as the “EWLL Obligations.”
The
parties have agreed that during the one-year period following execution of the Definitive Agreement that EWLL shall have the right
to repurchase up to 20% of EWLL’s Cash Flow in consideration for the repayment of 150% of funding provided EWLL from its
convertible note financing transactions. The parties further agreed that if LRDG does not provide to the Company the $250,000
in initial funding by or about May 20, 2020, either party may terminate this non-binding LOI and the respective LRDG Obligations
and EWLL Obligations shall be deemed null and void.
Item
9.01 Exhibits
Exhibit 10.33. Non-Binding Letter of Intent dated May 5, 2020, filed herewith.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Dated:
May 8, 2020
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eWellness
Healthcare Corporation
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By:
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Darwin
Fogt
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Name:
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Darwin
Fogt
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Title:
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Chief
Executive Officer
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eWellness Healthcare (CE) (USOTC:EWLL)
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