EMR Technology Solutions, Inc. (NYSE:EMR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
Entry into a Material Definitive Agreement.
As previously disclosed, on August 23, 2016, EMR Technology
Solutions, Inc., a Nevada corporation (the Company) entered into
an Investor Stock Subscription Agreement (the Subscription
Agreement) with PTS, Inc. (PTS), a corporation incorporated under
the laws of the State of Nevada, in which PTS agreed to purchase
up to 3,700,000 shares of the Companys common stock for
$2,000,000 in tranches based on certain milestones. On March 17,
2017, to the Subscription Agreement, PTS purchased a third
tranche of 1,387,501 shares of common stock of the Company for
$750,000 and such proceeds were used by the Company to close the
acquisition of DMSI (as defined below) as further disclosed
below.
Effective January 1, 2017 (the Effective Date), the Company
entered into a Purchase Agreement (Agreement) by and among
Digital Medical Solutions, Inc., a Florida corporation (DMSI),
and its sole shareholder Dr. Joseph J. Memminger III (the Seller
and together with DMSI and the Company, the Parties). to the
Agreement, the Company purchased all of the Capital Stock (as
defined in the Agreement) of DMSI from the Seller in exchange for
(i) $1,000,000, subject to certain post-closing adjustments for
working capital and earnings before interest, taxes,
depreciation, and amortization, consisting of (a) $750,000 in
cash, and (b) a Convertible Promissory Note (the Note) issued in
favor of the Seller in the principal amount of $250,000 payable
over a 36 month period, with 6% annual interest, convertible into
common stock of the Company at a price of $3.00 per share (the
Purchase Price). On March 15, 2017, in accordance with the terms
and conditions of the Agreement, DMSI became a wholly owned
subsidiary of the Company (the Closing Date).
On the Closing Date, in connection with the Agreement, the
Parties entered into a Non-Competition and Non-Disclosure
Agreement (the Non-Compete Agreement). to the Non-Compete
Agreement, for a period of three years from the Closing Date, the
Seller shall not, either for himself or through any other person,
firm, corporation or other entity, directly or indirectly, engage
in the same or similar business as DMSI as an owner, employee,
agent or partner or serve in an executive or other employment
position with any other entity which operates a business that
develops, sells or distributes services or software for
electronic medical records within a 100 mile radius of any
location where DMSI has sold or distributed services or software
for electronic medical records.
Item 2.01
Completion of Acquisition or Disposition of
Assets.
On the Effective Date, the Parties entered into the Agreement,
whereby the Company purchased all of the Capital Stock of DMSI
from the Seller in exchange for the Purchase Price. On the
Closing Date, in accordance with the terms and conditions of the
Agreement, DMSI became a wholly owned subsidiary of the Company.
DMSI is a company which has developed a proprietary software
program for the healthcare industry, targeting the market for
electronic medical records.
Item 3.02.
Unregistered Sales of Equity Securities.
Item 1.01 and Item 2.01 are hereby incorporated by reference.
As disclosed above, the securities issued to the Subscription
Agreement and the Agreement were not registered under the
Securities Act, but qualified for exemption under Section 4(a)(2)
of the Securities Act. The securities were exempt from
registration under Section 4(a)(2) of the Securities Act because
the issuance of such securities by the Company did not involve a
public offering, as defined in Section 4(a)(2)of the Securities
Act, due to the insubstantial number of persons involved in the
transaction, size of the offering, and manner of the offering and
number of securities offered. The Company did not undertake an
offering in which it sold a high number of securities to a high
number of investors. In addition, the Investor had the necessary
investment intent as required by Section 4(a)(2) of the
Securities Act since they agreed to, and received, the securities
bearing a legend stating that such securities are restricted to
Rule 144 of the Securities Act. This restriction ensures that
these securities would not be immediately redistributed into the
market and therefore not be part of a public offering. Based on
an analysis of the above factors, the Company has met the
requirements to qualify for exemption under Section 4(a)(2) of
the Securities Act.
EMR Technology Solutions, Inc. (NYSE:EMR) Recent Trading Information
EMR Technology Solutions, Inc. (NYSE:EMR) closed its last trading session at with 2,270,091 shares trading hands.
