Current Report Filing (8-k)
June 02 2020 - 3:40PM
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 22, 2020
eWELLNESS
HEALTHCARE CORPORATION
(Exact
name of registrant as specified in its charter)
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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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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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[ ]
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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
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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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N/A
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N/A
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N/A
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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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
May 22, 2020, eWellness Healthcare Corporation, OTCQB: EWLL (the “Registrant”) received and accepted the resignations
of Brandon Rowberry and Rochelle Pleskow as independent directors. Copies of their letters of resignation dated May 22, 2020,
which are attached as Exhibits 17.1 and 17.2, respectively, state that the reason for their resignations were to permit them to
pursue other business opportunities and further stated that they have had no disagreements with the operations, policies or practices
of the Registrant. Also, on May 22, 2020, the Registrant received a letter of resignation from Darwin Fogt, resigning as CEO,
President and director of the Registrant and a separate letter of resignation from Curtis Hollister, resigning as CTO and
director of the Registrant. Messrs. Fogt and Hollister are executive officers and principals of Bistromatics Inc., organized under
the laws of Canada (“Bistromatics”). Copies of their letters of resignation are attached as Exhibits 17.3 and 17.4,
respectively.
On
November 12, 2016, the Registrant entered into a Services Agreement with Bistromatics (the “Bistromatics Agreement”)
pursuant to which Bistromatics agreed to provide operational services to the Registrant PHZIO System including development, content
editing and training, support and maintenance, billing, hosting and oversight, among other services. Reference is made to the
Registrant’s Form 8-K filed on November 21, 2016, which Form 8-K was signed by Darwin Fogt as CEO on behalf of the Registrant,
regarding the disclosure of the Bistromatics Agreement, attached as Exhibit 10.1 to the Form 8-K. The Services Agreement included
a provision granting Bistromatics the right to appoint 40% of the Registrant’s Board of Directors, resulting in the appointment
of Messrs. Fogt and Hollister as members of the Registrant’s Board.
Pursuant
to communications between the Registrant and Darwin Fogt and Curtis Hollister regarding their resignations as executive officers
and directors of the Registrant, which resignations were accepted by the Registrant’s Board on June 1, 2020, Messrs. Fogt
and Hollister represented to the Registrant that Bistromatics and its management will continue to provide support services to
the Registrant’s PHZIO System,. In addition, both Darwin Fogt and Curtis Hollister confirmed that they have had no disagreements
with the operations, policies or practices of the Registrant.
In
connection with the resignation of Darwin Fogt as CEO, the Registrant’s Board of Directors has appointed Douglas MacLellan,
who has served as the Registrant’s Chairman since May 2013, as Chief Executive Officer in addition to continuing to serve
as the Chairman of the Board of Directors.
Item
9.01 Financial Statements and Exhibits
(b)
The following documents are filed as exhibits to this current report on Form 8-K or incorporated by reference herein. Any document
incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.
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:
June 2, 2020
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eWellness Healthcare Corporation
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By:
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Douglas
MacLellan
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Name:
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Douglas
MacLellan
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Title:
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Chief Executive
Officer and Chairman
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eWellness Healthcare (CE) (USOTC:EWLL)
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