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
November 7, 2018
Date of Report (Date of earliest event reported)
WEARABLE HEALTH SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 333-153290 | 26-3534190 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
|
3960 Howard Hughes Pkwy, Suite 500 Las Vegas, NV |
89196 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code
702-990-3590
(Former name or former address, if changed since last report)
200 West Church Road, Suite B
King of Prussia, PA 19406
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 ¨
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. ¨
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ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
On October 26, 2018, a change in control of Wearable Health Solutions, Inc. (the "Company") occurred by virtue of the Company's largest shareholder Mina Mar Group selling 4,000,000 shares of the Company's Preferred Series E stock to the Purchasing Shareholder (Exhibit 99.1). Such shares represent 58% of the Company's total issued and outstanding shares of common stock. As part of the sale of the shares, the Majority Shareholders arranged with Daniel Sobolowski, prior to resigning as the sole member of the Company's Board of Directors and to appoint new officers and directors of the Company (see Item 5.02 below).
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
Effective October 30, 2018, the Company accepted the resignation of Daniel Sobolowski as the officer of the Company and as a member of the Company’s board of directors. The resignation of Mr. Sobolowski was not due to any disagreement with the Company on any matter relating to its operations, policies or practices. Simultaneously, Mr. Charles Langrill, was elected as the Company’s Chairman, CEO and Director.
ITEM 8.01 - Other Events
The Company has a new corporate address located at 3960 Howard Hughes Pkwy, Suite 500, Las Vegas, NV 89169.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
| (a) | Not applicable. |
| (b) | Exhibits. | |
| 10.2 Stock Purchase Agreement. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
WEARABLE HEALTH SOLUTIONS, INC.
DATE: November 20, 2018
By: /s/ Charles Langrill
Name: Charles Langrill
Title: CEO
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Exhibit 10.2
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Agreement") is entered into effective October 26, 2018, and between Mina Mar Group (MMG) ("Seller") and iMASK Vision Corp, ("Purchaser"). Purchaser and Seller may collectively be referred to as the "Parties."
| WHEREAS, Seller is the record owner and holder of 4,000,000 Series E Preferred Shares of the capital stock of Wearable Health Solutions Inc. (the “Company”), a Nevada Corporation; and | |
| WHEREAS, the Parties desire to enter into this Agreement pursuant to which Purchaser will purchase from Seller shares of capital stock of the Company. | |
| NOW, THEREFORE, in consideration for the promises set forth in this Agreement, the Parties agree as follows: |
| 1 . | PURCHASE AND SALE: Subject to the terms and conditions set forth in this Agreement, Purchaser hereby agrees to purchase from Seller, and Seller hereby agrees to sell, transfer and convey to the Purchaser 4,000,000 Series E Preferred Shares of the Company (the "Stock"). |
| 2. | PURCHASE PRICE: The aggregate purchase price of the Stock shall be Ninety Five Thousand dollars ($95,000.00) (the "Purchase Price"), to be paid to the Seller in cash at the closing. |
| 3. | PAYMENTS: Seller will pay all consultants at closing |
| 4. | CLOSING: The closing contemplated by this Agreement for the transfer of the Stock and the payment of the Purchase Prices shall take place on or before October 31 st 2018 (the "Closing"). The certificates representing the Stock shall be duly endorsed for transfer or accompanied by an appropriate stock transfer. | |
| 5. | REPRESENTATIONS AND WARRANTIES OF SELLER: Seller hereby warrants and represents that: |
| (a) | Restrictions on Stock. The seller is not a party to any agreements that create rights or obligations in the Stock relating to any third party including voting or stockholder agreements. The Seller is the lawful owner of the Stock, free and clear of any encumbrances, security interests or liens of any kind and has full power and authority to sell and transfer the stock as contemplated in this Agreement. |
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| (b) | Organization and Standing. To the Seller's knowledge, the Company is duly organized, validly existing and in good standing under the laws of the State of Delaware and has full power and authority to own and operate its property and assets and to carry on its business as presently conducted. |
| 6. | SEVERABILITY: If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited. |
| 7. | BINDING EFFECT: The covenants and conditions contained in this Agreement shall apply to and bind the parties and the heirs, legal representatives, successors and permitted assigns of the Parties. |
| 8. | BROKER'S FEES: The Parties represent that there has been no act in connection with the transactions contemplated in this Agreement that would give rise to a valid claim against either party for a broker's fee, finder's fee or other similar payment. |
| 9. | ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement. This Agreement may be modified in writing and must be signed by both the Seller and Purchaser. |
| 10. | GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada. |
| 11. | WAIVER: The failure of either party to enforce any provisions of this Agreement shall not be deemed a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement. |
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written.
| PURCHASER: | SELLER: | |
| /s/ Signature Illegible | /s/ Signature Illegible | |
| President |
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