eWELLNESS HEALTHCARE CORPORATION (OTCMKTS:EWLL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
In February 2017, eWellness Healthcare Corporation (the
Registrant), entered into financing arrangements with three
third-parties, as follows:
| (i) |
On February 14, 2017, the Registrant entered into a Securities Purchase Agreement with JEB Partners L.P. (JEB), to which the Registrant issued to JEB a convertible note in the principal amount of $55,000, from which the Registrant received net proceeds of $50,000. Reference is made to the Registrants Forms 8-K filed with the SEC on January 11 and January 31, 2017, in which the Registrant reported separate convertible note financings with JEB under the same terms and conditions. In each instance, the $55,000 convertible notes (the Notes) are convertible into restricted shares of the Registrants common stock, par value $0.001, at conversion price into which the principal amount and accrued interest at 8% per annum, equal to the lesser of: (i) $0.20 per share; or (ii) 75% of the average of the VWAPs for the five (5) trading days immediately following the 180th calendar day after the original issue date. Although the Registrant has an informal arrangement with JEB from which it anticipates up to an additional $1.1 million in convertible note financing, there can be no assurance that additional capital will be invested by JEB at the same terms and conditions, if at all; and |
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| (ii) |
The Registrant and an institutional investor (the Investor) entered into an investment agreement on February 14, 2017, to which: (a) the Investor agreed to fund up to $5,000,000 in reliance upon an exemption provided under Rule 506 of Regulation D promulgated by the SEC under the Securities act of 1933, as amended (the Act); (b) the Registrant will file a registration statement on Form S-1 with the SEC within 15 days after the Registrant files its annual report on Form 10-K for the year-ended December 31, 2016, under a Registration Rights Agreement; (c) the Registrant issued a convertible note to the Investor in the principal amount of $100,000, bearing interest at 8%; and (d) the Registrant issue a second convertible note to the Investor in the principal amount of $275,000 bearing interest at 8%, of which $125,000 was initially funded on February 14, 2017 and the remainder as set forth in this Note. The investment agreement closed on February 14, 2017, on which date the initial funding of the $125,000 was wired by the Investor to the Registrant; and |
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| (iii) |
The Registrant and Crossover Capital Fund II, LLC (Crossover) entered into a Securities Purchase Agreement dated February 9. 2019, to which the Registrant issued Crossover two 5.5% convertible notes in the aggregate principal amount of $165,000.00, each in the amount of $82,500. |
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Each of the two notes shall contain a 10% OID such that the purchase price of each note shall be $75,000. The first of the two notes shall be paid for by Crossover as set forth in such note and the second note shall initially be paid for by the issuance of an offsetting $75,000.00 secured note issued to the Registrant by Crossover, provided that prior to conversion of the second note, Crossover must have paid off the offsetting $75,000 note in cash such that the second note may not be converted until it has been paid for in cash by Crossover. Copies of the transaction documents related to the Crossover financing, which will not close until the Registrant files its Information Statement on Schedule 14C is filed with the SEC, which filing is expected to be filed by February 17, 2017. |
About eWELLNESS HEALTHCARE CORPORATION (OTCMKTS:EWLL)
eWellness Healthcare Corporation is a physical therapy telemedicine company, which offers insurance reimbursable real-time distance monitored treatments. The Company’s business model is to license its PHZIO (PHZIO) platform to any physical therapy (PT) clinic in the United States and to offer its PHZIO platform as a fully PT monitored corporate wellness program. The Company is developing marketing channel partnerships with industry association members, existing software-based telemedicine providers and physical therapy billing and practice management providers. The Company’s PHZIO home physical therapy exercise platform is a real-time remote monitored one-to-many physical therapy platform for home use. Due to the real-time patient monitoring feature, the PHZIO platform is insurance reimbursable by payers, such as Anthem Blue Cross and Blue Shield. The PHZIO Solution is a technology platform solution for providers bundling rehabilitation services and employer wellness programs. eWELLNESS HEALTHCARE CORPORATION (OTCMKTS:EWLL) Recent Trading Information
eWELLNESS HEALTHCARE CORPORATION (OTCMKTS:EWLL) closed its last trading session down -0.018 at 0.142 with shares trading hands.
