EMR Technology Solutions, Inc. (NYSE:EMR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive Agreement.
Effective January 1, 2017 (the Effective Date), EMR Technologies
Solutions, Inc., a Nevada corporation (the Company) entered into
a Purchase Agreement (Agreement) by and among Empower
Technologies, Inc., a Nevada corporation (ETI), and its sole
shareholder Dr. John F. Stagl (the Seller and together with ETI
and the Company, the Parties). to the Agreement, the Company
purchased all of the Capital Stock (as defined in the Agreement)
of ETI from the Seller (the ETI Shares) in exchange for (i)
$500,000, subject to certain post-closing adjustments for working
capital and deferred revenue, consisting of (a) $300,000 in cash,
and (b) a Convertible Promissory Note (the Note) issued in favor
of the Seller in the principal amount of $200,000 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 January 16, 2016, accordance with the terms and
conditions of the Agreement, ETI became a wholly owned subsidiary
of the Company (the Closing Date).
On the Closing Date, in connection with the Purchase 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 ETI 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 ETI has sold or distributed services or software
for electronic medical records.
Item 2.01Completion of Acquisition or
Disposition of Assets.
On the Effective Date, the Parties entered into the Purchase
Agreement, whereby the Company purchased all of the ETI Shares
from the Seller in exchange for the Purchase Price. On the
Closing Date, in accordance with the terms and conditions of the
Agreement, ETI became a wholly owned subsidiary of the Company.
ETI is a company which has developed a proprietary software
program for the healthcare industry, targeting the vascular care
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 Purchase
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 5,955,059 shares trading hands.