SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 14, 2019
Solei Systems, Inc.
(Exact name of registrant as specified in its charter)
(state or other jurisdiction
|(Commission File Number)||
206 N. Washington Street, Suite 100, Alexandria, VA 22314
(address of principal executive offices) (zip code)
(registrant’s telephone number, including area code)
(former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|☐||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))|
Emerging growth company x
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. x
|Item 1.01||Entry into a Material Definitive Agreement.|
As previously reported in the Company’s Current Report on Form 8-K filed with the Commission on February 26, 2019, on February 20, 2019, we entered into an Acquisition Agreement with KB Medical Systems, LLC (“KB”) which set forth the preliminary terms and conditions of the proposed acquisition of the assets of KB by Solei Systems, Inc. (“SOLI” or the “Company”) , free and clear of all debts, liabilities and claims of any creditor of or claimant against KB Medical Systems, LLC, except as expressly listed on Schedule “1” or as otherwise agreed by the parties at Closing.
On April 10, in anticipation of the Closing, SOLI formed a wholly-owned subsidiary named CareClix, Inc., a Virginia Corporation. On April 14, 2019, SOLI and its wholly-owned subsidiary, CareClix, Inc.,(collectively “SOLI”), and KB commenced the closing on the Acquisition Agreement and entered into a Bill of Sale, Transfer, Assignment and Hold Harmless Agreement (the “Agreement”) whereby KB transferred, conveyed and assigned to CareClix, Inc. all of the ownership of and rights to the Assets, as listed on Schedule A attached hereto, free and clear of any and all liabilities, claims, debts, taxes, actions, or causes of action existing, relating to or arising out of the Assets; and SOLI accepted and assumed ownership of the Assets in exchange for the consideration delivered to Seller as set forth in the Agreement.
The total Consideration for the transfer of the Assets to CareClix, Inc. shall be $2,000,000, payable as follows:
1. Cash consideration of $1,000,000 to be transferred by SOLI to Seller by wire transfer to the account of Seller as designated by Seller which wire transfer shall be requested immediately upon execution and delivery of this transfer and assignment by Seller; and
2. Unregistered, restricted common shares of Solei Systems, Inc. (“Shares”) having a market value at the date of issue of $1,000,000 based on the five (5) day trailing average closing market bid price for the common stock of Solei Systems, Inc. on the trading market on which such shares are then traded, on the date which is six (6) months after the date of Closing.
3. Closing of the transaction contemplated herein shall be on the date of execution by Seller and the approval of all of the members of Seller and the transfer and assignment of the Assets shall be effective on such date, notwithstanding the deferred delivery of the Shares to Seller as herein provided.
The foregoing is a summary of the terms of the Agreement and is qualified in its entirety by the Agreement attached hereto and incorporated herein as Exhibit 10.1.
|Item 9.01||Financial Statements and Exhibits.|
(d) Exhibits: The following exhibits are filed with this report:
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.
|Date: April 15, 2019||Solei Systems, Inc.|
|By:||/s/ Charles O. Scott|
|Name: Charles O. Scott|
BILL OF SALE, TRANSFER, ASSIGNMENT, AND HOLD HARMLESS
This BILL OF SALE, TRANSFER, ASSIGNMENT, AND HOLD-HARMLESS ASSIGNMENT (“ Assignment ”), dated as of April 14, 2019, is made by and among Solei Systems, Inc., a Florida corporation and its wholly-owned subsidiary, CareClix, Inc., a Virginia corporation(collectively “ SOLI ”), and KB Medical Systems, LLC., a limited liability company (“Seller”)
WHEREAS, SOLI and Seller previously entered into an Acquisition Agreement dated as of February 18, 2019 (the “Agreement”) under which Seller agreed to transfer all of the assets of Seller to SOLI free of all claims, debts and liabilities, and as set forth on Schedule “A” hereto (the “Assets”); and
WHEREAS, SOLI and Seller have determined that it is in the best interests of their respective corporations and stockholders, and members that the Assets be transferred to SOLI under the Agreement;
NOW, THEREFORE, in consideration of the foregoing, the receipt by Seller of the consideration for the Assets as set forth in the Agreement and herein, and of the representations, warranties, covenants and Assignment contained herein, the parties hereto hereby agree as follows:
Section 1. A TRANSFER OF Assets . Seller hereby transfers, conveys, and assigns to CareClix, Inc. all of the ownership of and rights to the Assets of Buyer, as listed on Schedule A attached hereto, free and clear of any and all liabilities, claims, debts, taxes, actions, or causes of action existing, relating to or arising out of the Assets of Seller; and SOLI hereby accepts and assumes ownership of the Assets in exchange for the consideration delivered to Seller as set forth in the Agreement.
B. CONSIDERATION. The total Consideration for the transfer of the Assets to CareClix, Inc. shall be $2,000,000, payable as follows:
|1.||Cash consideration of $1,000,000 to be transferred by SOLI to Seller by wire transfer to the account of Seller as designated by Seller which wire transfer shall be requested immediately upon execution and delivery of this transfer and assignment by Seller; and|
|2.||Unregistered, restricted common shares of Solei Systems, Inc. (“Shares”) having a market value at the date of issue of $1,000,000 based on the five (5) day trailing average closing market bid price for the common stock of Solei Systems, Inc. on the trading market on which such shares are then traded, on the date which is six (6) months after the date of Closing.|
|3.||Closing of the transaction contemplated herein shall be on the date of execution by Seller and the approval of all of the members of Seller and the transfer and assignment of the Assets shall be effective on such date, notwithstanding the deferred delivery of the Shares to Seller as herein provided.|
Section 2. NOTICES. Any notice required to be given hereunder shall be sufficient if in writing, and sent by courier service (with proof of service), hand delivery, certified or registered mail (return receipt requested and first-class postage prepaid) or electronic mail (with electronic confirmation of delivery), addressed as follows:
(a) if to SOLI:
Solei Systems, Inc.
206 N. Washington Street
Alexandria, VA 22134
(b) if to Seller
KB Medical Systems, LLC
1900 K Street, NW
Washington, DC 20006
or to such other address as any party shall specify by written notice so given, and such notice shall be deemed to have been delivered as of the date so telecommunicated, personally delivered, emailed or mailed.
Section 3 ASSIGNMENT; BINDING EFFECT . This Assignment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns effective as of and on the date of Closing, as herein defined.
Section 4 ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES; NO OTHER REPRESENTATIONS AND WARRANTIES .
(a) This Assignment, the Agreement and any documents delivered by the parties in connection herewith constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all other agreements and understandings among the parties with respect thereto. No addition to or modification of any provision of this Assignment shall be binding upon any party hereto unless made in writing and signed by all parties hereto.
(b) This Assignment and any documents delivered by the parties in connection herewith are not intended to confer upon any person other than the parties any rights or remedies other than the right of SOLI, on its own behalf and on behalf of its shareholders, subsidiaries, officers and directors, to pursue damages and other relief, including equitable relief, in the event of Seller’s breach of any of itsr covenants and undertakings in the Agreement and in this Assignment,
Section 5. COUNTERPARTS . This Assignment may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together shall be deemed to be one and the same instrument. Signatures delivered by facsimile or other electronic means shall be deemed originals for all purposes.
Section 6. HEADINGS . Headings of the Articles and Sections of this Assignment are for the convenience of the parties only, and shall be given no substantive or interpretative effect whatsoever.
Section 7. SEVERABILITY . Any term or provision of this Assignment which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Assignment or affecting the validity or enforceability of any of the terms or provisions of this Assignment in any other jurisdiction. If any provision of this Assignment is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.
IN WITNESS WHEREOF, the parties have executed this Assignment and caused the same to be duly delivered on their behalf on the day and year first written above.
Solei Systems , INC.
NAME: JOSH FLOOD
KB MEDICAL SYSTEMS, LLC
NAME: SHAHIN JOHN KORANGY
ITS: MANAGING MEMBER
Assets being transferred (the “Assets”) includes the use of the name CareClix and all related trademark, services marks and trade names and registrations.
The Assets shall include all of the assets listed or described on the Balance Sheet of Seller dated March 31, 2019, attached hereto and incorporated herein.