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
Date of Report (Date of earliest event reported): November 5, 2020
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HEALTHCARE SOLUTIONS MANAGEMENT GROUP, INC. |
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(Exact name of registrant as specified in its charter) |
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Delaware |
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333-147367 |
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38-3767357 |
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(State or other jurisdiction of incorporation or organization) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
387 Corona St., Suite 555, Denver, CO 80218
(Address of principal executive offices)
(720) 442-7000
(Registrant’s telephone number, including area code)
N/A
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which registered |
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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 1.01 Entry into a Material Definitive Agreement.
On November 5, 2020, Healthcare Solutions Management Group, Inc., a Delaware corporation and successor in interest to Verity Delaware Inc., a Delaware corporation which was previously a Nevada corporation named Verity Corp. (the “Company”) entered into Amendment No. 2 (the “Amendment”) to the Merger Agreement (the “Merger Agreement”) by and between the Company, Verity Merger Corp., a wholly owned subsidiary of the Company (the “Merger Sub”), and Healthcare Solutions Holdings, Inc. (“HSH”) dated June 14, 2019, and as amended previously on August 25, 2020.
Pursuant to the terms of the Merger Agreement, the parties agreed that Merger Sub would merge with and into HSH, with HSH being the surviving entity (the “Merger”). Pursuant to the Amendment, the date provided to consummate the Merger Agreement was extended from September 30, 2020 to December 31, 2020. The purpose of the extension is to provide the parties with additional time to complete the Merger and the other transactions as set forth in the Merger Agreement.
Further, pursuant to the Amendment, it was agreed that the Company and HSH were in the process of amending their respective fiscal year ends so that the fiscal year end for each would be September 30.
Other than the foregoing, no other material changes were made to the Merger Agreement in the Amendment.
The foregoing description of the Amendment and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by the actual Amendment, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 5, 2020, the Company’s court appointed receiver, acting under judicial order on behalf of the Board of Directors of the Company, in accordance with the Company’s Bylaws, acted by written consent to change the Company’s Fiscal Year End from June 30 to September 30. The Company plans for file a Transition Report on Form 10-KT for the transition period from June 30 to September 30.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
The following exhibits are filed with this report:
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Exhibit No. |
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Description |
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* Filed herewith.
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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.
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Healthcare Solutions Management Group, Inc. |
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Date: November 10, 2020 |
By: |
/s/ Robert Stevens |
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Robert Stevens |
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Receiver |
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EXHIBIT 2.1
AMENDMENT NO. 2 to MERGER AGREEMENT
This Amendment No. 2 to Merger Agreement (this “Amendment”), dated as of November 5, 2020 (the “Amendment Date”), is entered into by and among (i) Healthcare Solutions Management Group, Inc., a Delaware corporation and successor in interest to Verity Delaware Inc., a Delaware corporation which was previously a Nevada corporation named Verity Corp. (“HSMG”), (ii) Verity Merger Corp., a Delaware corporation and a wholly owned subsidiary of HSMG (“Merger Sub”) and (iii) Healthcare Solutions Holdings, Inc., a Delaware corporation (“HSH”). HSMG, Merger Sub and HSH may be collectively referred to herein as the “Parties” and individually as a “Party.”
WHEREAS, the Parties are all of the parties to that certain Merger Agreement, dated as of June 14, 2019, as amended by Amendment No. 1 to Merger Agreement, dated as of August 25, 2020 (as so amended, the “Original Agreement”) and now desire to amend the Original Agreement as set forth herein, and pursuant to Section 9.02 of the Original Agreement the Parties may amend the Original Agreement in writing;
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
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Amendments. Pursuant to Section 9.02 of the Original Agreement, the Original Agreement is hereby amended as follows: |
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The date “September 30, 2020” in Section 7.03(g) of the Original Agreement is hereby amended to be “December 31, 2020”. |
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The defined term “HSH” in Section 4.06 of the Original Agreement is hereby amended to be “HSMG”. |
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Acknowledgement and Waiver. The Parties each acknowledge and agree that HSMG and HSH are each in the process of amending their respective fiscal years so that the fiscal year for each of HSMG and HSH shall end on September 30 of each year and that, with respect to HSH, such change requires an amendment of the Bylaws of HSH (the “Fiscal Year End Change”). To the extent that the Fiscal Year End Change as applicable to each of HSMG and HSH would be deemed to conflict with any provision, covenant, representation or warranty set forth in the Original Agreement (as amended herein), each of the Parties hereby waives compliance with the Original Agreement (as amended herein) with respect thereto. |
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Remainder in Force. Other than as amended herein, the Original Agreement shall remain in full force and effect until terminated in accordance with its terms. Any reference in the Original Agreement to the “Agreement” shall now be deemed a reference to the Original Agreement as amended by this Amendment. |
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Miscellaneous. |
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(a) |
Defined terms used herein without definition shall have the meanings given in the Original Agreement. The headings in this Amendment are for reference only and shall not affect the interpretation of this Amendment. |
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(b) |
This Amendment and the rights and obligations of the Parties shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction). |
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This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Amendment delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Amendment. |
[Signatures appear on following page]
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IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed as of the Amendment Date.
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Healthcare Solutions Holdings, Inc. |
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| By: | /s/ Johnathan Loutzenhiser | ||
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Name: |
Johnathan Loutzenhiser | |
| Title: | Vice President | ||
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Healthcare Solutions Management Group, Inc. |
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By: |
/s/ Robert Stevens |
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Name: |
Robert Stevens |
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Title: |
Chief Executive Officer |
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Verity Merger Corp. |
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By: |
/s/ Robert Stevens |
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Name: |
Robert Stevens |
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Title: |
Chief Executive Officer |
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