MediXall Group, Inc. (NYSE:BRK.A) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 – Entry into a Material Definitive Agreement
Completion of Acquisition
On December 13, 2016, MediXall Group, Inc., a Nevada corporation
(MDXL), formerly known as Continental Rail Corp., completed a
Share Exchange Agreement and Plan of Reorganization (the
Agreement) with IHL of Florida, Inc., a Florida corporation
(IHL).
to the terms of the Agreement, IHL shareholders transferred to
MDXL all the issued and outstanding shares of capital stock of
the IHL shareholders. In exchange for the IHL shares, MDXL issued
41,131,000 shares of common stock to IHL shareholders and 264,894
shares of Series A Preferred Stock convertible into 24,900,000
shares of common stock.
The Agreement is filed hereto as Exhibit 10.1 to this Current
Report on Form 8-K. The following summary of the terms of the
Agreement is subject to, and qualified in its entirety by, the
Agreement attached hereto, which is incorporated herein by
reference.
SECTION 2- FINANCIAL INFORMATION
Item 2.01 Completion of Acquisition or Disposition of
Assets
Description IHL Business
IHL was formed as a Healthcare Incubator of development-stage
healthcare technology companies. IHLs mission is to partner with
companies that own patented intellectual property that focus on
medical diagnostic device technologies, services and effective
delivery systems to market with ultimate execution in patented
products and addressing selected physical conditions.
On July 8, 2016, IHL entered into a Share Exchange Agreement with
MediXall, Inc., a Florida corporation (MEDIX).
MEDIX was founded in November 2015 by Noel Guillama and Jennie
Rios. The company is a technology and innovative-driven
organization purposefully designed and structured to bring
effective change to the healthcare industry by improving
healthcare and reducing costs. The company currently has the
exclusive rights to 10 patents and 18 pending patents related to
healthcare technologies licensed by The Quantum Group, Inc., (a
privately-held Florida corporation), an incubator of companies
that design, develop and deploy innovative solutions, technology,
products, and services to the healthcare industry.
MEDIX is currently in development of a cloud-based electronic
marketplace titled MediXaid where clients can shop for their own
medical services; diagnostic procedures and services and medical
equipment and devices. In this proposed marketplace, consumers,
as well as corporations such as insurance companies, will be able
to purchase on the platform what they seek and how they seek it.
The platform will be designed to work in both a mobile and
desktop environment. MediXaid will operate in the form of a
reverse auction where the consumer will choose from a list of
products and/or services required. Qualified and vetted suppliers
will compete based on a combination of quality score, location,
best price and convenience.
The share agreement between IHL and MEDIX is filed hereto as
Exhibit 10.2 to this Current Report on Form 8-K. The foregoing
summary of the terms of the Agreement is subject to, and
qualified in its entirety by, the Agreement attached hereto,
which is incorporated herein by reference.
Item 2.02 Results of Operations and Financial
Condition
IHL was organized in November 2015 and is a development stage
company. It has not generated any revenues to date and will
require funding of either debt or equity to proceed with its
business plan as both an incubator and monetizing the exclusive
rights to patents and pending patents related to healthcare
technologies licensed by Quantum Resources.
Our mission is to revolutionize the medical industry by improving
communication; providing better technology and support services;
and enabling more efficient, cost-effective healthcare for the
consumer.
By approaching the healthcare ecosystem as a whole, MediXall
creates, invests and incubates companies that embody our mission
statement. Before we invest in the development of a company, it
must address the majority of these five objectives:
1.
Reduces cost
2.
Promotes better care and improves overall consumer wellness
3.
Creates efficiencies and reduces waste and/or redundancies
4.
Follows the master trend in healthcare and demographics
5.
Remains consistent with U.S. Policies in the industry
MediXalls first project, MediXaid, is an electronic healthcare
marketplace where clients can shop for their own medical
services; diagnostic procedures and services; and medical
equipment and devices. In this proposed marketplace, consumers,
as well as corporations such as insurance companies, will be able
to purchase on the platform what they seek and how they seek it.
We believe the platform will be disruptive to the traditional
method of provisioning medical care and services; and, strike at
the heart of runaway costs, in a climate of soaring personal
deductibles and increasing healthcare insurance costs to
individuals and corporations.
The to-be-developed cloud-based platform will be designed to work
in both a mobile and desktop environment. MediXaid will operate
in a form of reverse auction where the consumer will choose from
a list of the products and or services required. Qualified and
vetted suppliers will compete based on a combination of quality
score, location, best price and convenience. We firmly believe
that the MediXaid will lower costs to the patient/consumer/buyers
and healthcare system.
MediXaid has been accepted as the founding member of the new
Healthcare Incubator Program (HIP) recently organized by MediXall
and The Quantum Group, Inc. (Quantum) to focus on applying
relevant portions of Quantums broad intellectual property,
through strategic licensing agreements, to address issues in
healthcare delivery and push forward the MediXall mission by
initially creating a new type of electronic marketplace focused
exclusively on products and services.
Since inception IHL has raised approximately $700,000 through the
sale of its common stock. Proceeds were principally used for the
development of the MediXaid platform, consulting fees, payroll
and marketing.
Presently, MDXL is seeking to raise up to an additional $500,000
in private transactions, which it believes, will be adequate to
fund the IHL operations for the next 12 months. There are no
assurances that funding will be available or if available on
terms reasonable to MDXL. In the absence of a financing, it will
not be able to proceed with its business plan.
SECTION 3 SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity
Securities
The information contained above in Item 1.01 is hereby
incorporated by reference into this Item 3.02. The 41,131,000
shares of common stock and 264,894 shares of Series A Preferred
Stock convertible into 24,900,000 shares of common stock that the
Company agreed to issue to IHL of Florida, Inc. will be issued in
reliance upon the exemption from registration under Section
4(a)(2) of the Securities Act of 1933, as amended.
SECTION 5 CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.01 Changes in Control of Registrant
See Item 5.02.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On December 13, 2016, Timothy Hart, submitted a letter of
resignation to the Board of Directors of the Company stating that
effective November 22, 2016, he resigns his positions as Chairman
of the Board of Directors of the Company. Mr. Hart will continue
to serve on the Board of Directors
On December 13, 2016, The Board of Directors of the Company, by
majority written consent, appointed Fred Angelopoulos as
President of the Company. Mr. Angelopoulos, co-founder Sure
Genomics, brings more than 30 years of experience building early
stage software companies, raising funds and leading five
companies to successful IPOs. In 2013 he co-founded Sure
Genomics, a personal DNA company, with the desire to help impact
behaviors amongst consumers, healthcare providers and insurers
towards a proactive health model through technology. Sure
Genomics launched in February 2016 to be the first personalized
genomics service that uses the full DNA sequence to round out an
individuals proactive health portfolio. The result is a new model
for personal DNA exploration. Previous to Sure Genomics, Mr.
Angelopoulos was an early pioneer in the development of
entertainment content for the Internet, serving as CEO for Pulse
Entertainment and working with key clients including Warner
Brothers, MTV, EA and NBC. He is a founding member of Macromedia
(now Adobe) and Symantec.
On December 13, 2016, The Board of Directors of the Company, by
majority written consent, appointed Carl L. Larsen as
Vice-President of the Company. Mr. Larsen has over 35 years of
experience in the design, development, deployment and
implementation of computer platforms and computer systems from
large-scale nuclear power plant simulators to Software-as-a
Service (SaaS) remote-hosted and cloud- based applications.
Currently, Mr. Larsen is Executive Vice President and Chief
Operating Officer, also functioning as Acting President of
SynaBee, Inc. Previously, Mr. Larsen started and operated a
regional airline operating in the U.S. and throughout the
Caribbean for six years providing passenger and cargo services.
He led the turnaround of six major business units in two Fortune
500 companies; Combustion Engineering, Inc. and Quadrex
Corporation. He was Senior Vice President, Engineering and
Operations for Quadrex Corporation, a global nuclear engineering
and consulting corporation. He was responsible for $125M revenue
and 150 employees in a variety of high technology projects from
seismology, nuclear piping system design to nuclear power plant
simulators. Mr. Larsen is a member of the American Nuclear
Society and the Project Management Institute and is a certified
Project Management Professional. He is currently assisting
Florida International University (FIU) as a Member of the
Advisory Panel to develop a Nuclear Engineering curriculum
working with the FIU Dean of Engineering, Department of Energy
and the FIU Applied Resource Center. He is a Graduate of the
University of Michigan, BS (1978), Nuclear Engineering, and
Masters in Business Administration (2009), University of Phoenix.
On December 13, 2016, The Board of Directors of the Company, by
majority written consent, appointed Noel J. Guillama to the Board
of Directors of the Company. Mr. Guillama is a nationally
recognized expert and lecturer on healthcare management /
operations and the use of technology in healthcare. Since 1984 he
has been Chairman of Guillama, Inc., a strategic operations
management consulting company in healthcare, technology, and a
wide range of projects including medical facilities, commercial
complexes and infrastructure facilities. He holds several patents
and is creator of over a dozen patents currently before the USPTO
in a variety of areas. Mr. Guillama is a co-founder of Quantum
Innovations, Inc. and its parent company, The Quantum Group,
Inc., and has been Chief Executive Officer and President since
its inception. He is a nationally recognized expert in healthcare
management and operations.
Prior to this, Mr. Guillama was the Founder, Chairman, President
and Chief Executive Officer of Metropolitan Health Networks, Inc.
(AMEX:MDF), a management services organization, from its
inception in 1996 to 2000. Mr. Guillama left Metropolitan to
develop Quantum, a new breed healthcare company designed to
provide multi-faceted solutions industry wide. Mr. Guillama was
VP of Development for MedPartners, Inc., a Birmingham,
Alabama-based physician practice management company. Prior to
MedPartners, he served as Director and Vice President of
Operations for Quality Care Networks, Inc., a South Florida-based
comprehensive group practice.
Mr. Guillama is the immediate Past Chair (Currently Director) of
the Florida International University Foundation a direct support
organization of Florida International University, managing a $230
million endowment. Prior to this Chair position, he served FIU as
Chair of Finance, Investments, and Academics Committees. He is
currently Immediate Past-Chair of the Palm Beach State College
Foundation and is a past trustee of Palms West Hospital (2005 to
2011). Mr. Guillama served on the executive committee of the
Patient- Centered Primary Care Collaborative (PCPCC) and is a
past member of the American College of Health Care Executives,
the Healthcare and Information Management Systems Society
(HIMSS), the Medical Group Management Association (MGMA), and the
American College of Medical Practice Executives (ACMPE). Mr.
Guillama is a graduate of executive and leadership programs at
Massachusetts Institute of Technologys, University of Georgia and
Florida International University.
The following table sets forth certain information as of December
13, 2016 by (i) all persons who are known by us to beneficially
own more than 5% of our outstanding shares of common stock, (ii)
each director, director nominee, and Named Executive Officer; and
(iii) all executive officers and directors as a group:
|
Name and address of beneficial owner (1) |
Number of Shares Beneficially Owned (2) |
Percent of Class Owned (2) |
||||||
|
Directors and Officers |
||||||||
|
Timothy Hart (3) |
24,425,261 |
35.63 |
% |
|||||
|
Guillama 2, Inc. (5) |
11,000,000 |
16.04 |
% |
|||||
|
Fred Angelopoulos |
5,300,000 |
7.73 |
% |
|||||
|
Carl Larsen |
3,500,000 |
5.11 |
% |
|||||
|
All officers and directors as a group (4 persons) |
43,225,261 |
63.05 |
% |
|||||
|
|
|
|||||||
|
5% Shareholders |
|
|
||||||
|
TBG Holdings Corp.(4) |
19,125,261 |
27.9 |
% |
|||||
|
The Quantum Group, Inc. (5) |
6,500,000 |
9.48 |
% |
|||||
|
Timothy Hart |
5,300,000 |
7.73 |
% |
|||||
|
Guillama 2, Inc. (5) |
11,000,000 |
16.04 |
% |
|||||
|
Neil Swartz |
5,300,000 |
7.73 |
% |
|||||
|
Fred Angelopoulos |
5,300,000 |
7.73 |
% |
|||||
|
Carl Larsen |
3,500,000 |
5.11 |
% |
|||||
|
Jennie Rios |
3,500,000 |
5.11 |
% |
|||||
(1)
Beneficial ownership is determined in accordance with SEC rules
and generally includes voting or investment power with respect to
securities. Each of the beneficial owners listed above has direct
ownership of and sole voting power and investment power with
respect to the shares of our common stock and except as indicated
the address of each beneficial owner is 2929 East Commercial
Boulevard, PH-D, Fort Lauderdale, FL 33308.
(2)
Calculated to rule 13d-3(d) of the Exchange Act. Beneficial
ownership is calculated based on 68,559,127 shares of common
stock issued and outstanding on a fully diluted basis as of
December 13, 2016. Under Rule 13d-3(d) of the Exchange Act,
shares not outstanding which are subject to options, warrants,
rights or conversion privileges exercisable within 60 days are
deemed outstanding for the purpose of calculating the number and
percentage owned by such person, but are not deemed outstanding
for the purpose of calculating the percentage owned by each other
person listed.
(3)
Includes 56,383 preferred shares held directly by Mr. Hart
convertible to 5,300,000 common shares as well as shares held by
TBG Holdings Corp. and TBG Investment Partners LLP
(4)
Timothy S. Hart, our Chief Financial Officer, is a significant
shareholder of TBG Holdings Corp. In such capacity, Mr. Hart may
be deemed to have beneficial ownership of these shares.
(5)
Noel Guillama, our board member, is a significant shareholder in
Guillama 2, Inc. and the Quantum Group, Inc.
Item 5.06 Change in Shell Company Status
The disclosures in Item 1.01 incorporated herein by reference.
At the time we filed our Quarterly Report on Form 10-Q for the
quarter ended June 30, 2016, filed with the Commission on August
12, 2016, and despite our business strategy to acquire short line
and regional freight railroads, we were a shell company within
the meaning of Rule 12b-2 under the Exchange Act because we had
no or nominal operations; and either no or nominal assets, assets
consisting solely of cash and cash equivalents. Management has
determined that, as of the closing of the share exchange
agreement, our company has ceased to be a shell company as
defined in Rule 12b-2 of the Exchange Act of 1934. Please refer
to Item 1.01 of this current report for a detailed description of
the agreement and the business of our company following the
closing date.
SECTION 8 OTHER EVENTS
Item 8.01 Other Events
On November 21, 2016, effective November 22, 2016 FINRA approved
the name change, symbol change and a 1 for 15 reverse stock split
of the Company. The Company changed its name from Continental
Rail Corp. to MediXall Group, Inc. and the Company will trade
under the new symbol MDXL starting December 21, 2016.
The Company will trade under the new CUSIP number 58504K 104.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(a)
Financial Statements of Business Acquired.
(b)
The audited balance sheets, statements of operations, statements
of changes in stockholders equity, statements of cash flows, and
the notes thereto of MediXall, Inc. as of and for the period from
November 24, 2015 (Inception) through December 31, 2015 and the
related independent auditors report of Baum Company, P.A. are
filed as Exhibit 99.1 to this Current Report on Form 8-K and are
incorporated herein by reference.
(c)
The interim balance sheets, statements of operations, statements
of cash flows, and the notes thereto of IHL of Florida, Inc. and
Subsidiary as of and for the nine months ended September 30, 2016
are filed as Exhibit 99.2 to this Current Report on Form 8-K and
are incorporated herein by reference.
(d)
Pro forma Financial Information.
The required pro forma condensed consolidated financial
statements as of and for the nine months ended September 30, 2016
and year ended December 31, 2015 are filed as Exhibit 99.3 to
this Current Report on Form 8-K and are incorporated herein by
reference.
(e)
Exhibits
|
Exhibit |
||
|
Number |
Description |
|
|
10.1 |
Share Exchange Agreement and Plan of Reorganization between |
|
|
10.2 |
Share Exchange Agreement between IHL of Florida, Inc. and |
|
|
99.1 |
Audited financial statements and notes for MediXall, Inc. |
|
|
99.2 |
Unaudited condensed consolidated financial statements and |
|
|
99.3 |
Unaudited Pro forma financial information for the year |
About MediXall Group, Inc. (NYSE:BRK.A)
Berkshire Hathaway Inc. is a holding company owning subsidiaries engaged in various business activities. The Company conducts insurance businesses on both a primary basis and a reinsurance basis, a freight rail transportation business and a group of utility and energy generation and distribution businesses. Its segments include GEICO, General Re Corporation (General Re), Berkshire Hathaway Reinsurance Group (BHRG), Berkshire Hathaway Primary Group, Burlington Northern Santa Fe, LLC (BNSF), Berkshire Hathaway Energy, Manufacturing, McLane Company, Service and retailing, and Finance and financial products. Its insurance and reinsurance business activities are conducted through various domestic and foreign-based insurance entities. Its insurance businesses provide insurance and reinsurance of property and casualty risks, and also reinsure life, accident and health risks across the world. MediXall Group, Inc. (NYSE:BRK.A) Recent Trading Information
MediXall Group, Inc. (NYSE:BRK.A) closed its last trading session up +1,925.00 at 248,330.00 with 155 shares trading hands.
