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): December 17, 2021
LIFE ON EARTH, INC.
(Exact name of registrant as specified in its charter)
|
Delaware
(State or other jurisdiction of incorporation) |
000-55464
(Commission File Number) |
46-2552550
(I.R.S. Employer Identification No.) |
| 1345 6th Ave. 2nd Floor New York, NY 10105 | |
| (Address of principal executive offices) | |
| (646) 844-9897 | |
| (Registrant’s Telephone Number) | |
| (Former name or 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))
| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None |
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. ☐
Section 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On December 17, 2021, we entered into Stock Purchase Agreement (the “Agreement”) with CareClix Holdings, Inc., a Florida corporation (“CareClix”). Under the Agreement, we will acquire 100% ownership of the operating subsidiaries of CareClix, which in include CareClix, Inc., a Virginia corporation, CareClix Services, Inc., a Florida corporation, My CareClix, Inc., a Florida corporation, and CareClix RPM, Inc., a Florida corporation (collectively, the “CareClix Group”). In exchange for ownership of the CareClix Group, we will issue the following securities, to be issued pro rata to the common shareholders of CareClix:
50,000,000 shares of our common stock; and Shares of a new class of preferred stock to be designated as Series E Preferred Stock. The shares of Series E Preferred stock to be designated and issued to the shareholders of CareClix shall be up to approximately 2,100,000 Preferred Shares with a convertibility ratio, under the current share structure, of 100 to 1 into our shares of common stock.
In addition, the Agreement calls for us to issue up to 4,000,000 shares of our Series A Preferred Stock, over a period of time, to Mr. Charles Scott, the Chairman and majority shareholder of CareClix, with 2,500,000 shares to be issued at closing, 600,000 shares to be issued 45 days after closing, and 900,000 shares to be issued 90 days after closing. Shares of our Series A Preferred Stock, which are not convertible and do not receive dividends, are entitled to cast 50 votes per share on all matters submitted to the vote or consent of our shareholders. Upon the closing of the Agreement, the shareholders of CareClix will hold approximately seventy percent of our issued and outstanding common equity on a fully diluted basis,and will hold the majority of our total shareholder voting power.
The closing of the Agreement is subject to numerous conditions, including the effectiveness of a registration statement on Form S-4 to be filed registering the issuance of our shares of common stock and shares of Series E Preferred Stock to the common shareholders of CareClix, approval of the Agreement by a majority of the shareholders of CareClix, and preparation and delivery of audited financial statements for the CareClix Group.
Upon closing of the Agreement, we intend to continue pursuing the business of the CareClix Group. CareClix is a leading virtual telehealth platform. The company provides software applications coupled with medical services enabling patients to receive care anytime at anyplace. More than 20 million individuals in the U.S. in over 60 countries are currently utilizing CareClix's services. CareClix’s website is: www.careclix.com.
Section 7 – Regulation FD
Item 7.01 Regulation FD Disclosure
On December 23, 2021, we released the press release furnished herewith as Exhibit 99.1.
Section 9 – Financial Statements and Exhibits
Item. 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description |
| 10.1 | Stock Purchase Agreement |
| 99.1 | Press Release |
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.
| Date: December 23, 2021 | LIFE ON EARTH, INC. | ||
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| By: | /s/ Mahmood Khan | ||
| Name: | Mahmood Khan | ||
| Title: | Chief Executive Officer | ||
Life On Earth, Inc. Signs Purchase Agreement With CareClix Holdings, Inc
Company Moves Forward To Complete The Acquisition of the CareClix Group Of Companies
New York, NY December 23, 2021 - Life on Earth Inc, (LFER or “The Company”), a technology and software company, has signed the Share Purchase Agreement (SPA) with CareClix Holdings, Inc. (CareClix) to acquire the four CareClix subsidiaries (CareClix Group) in order to expand into the Telemedicine and Medical Software Services industry. The group of companies under the CareClix Group will operate as wholly owned subsidiaries. The subsidiaries consist of the Telemedicine medical services company, the direct-to-consumer company, software-as-a-platform company, and the RPM (remote patient monitoring) company. More information to follow on the details of the different operating entities and their functions. Please visit the company’s website for more information. https://www.careclix.com.
Mahmood Khan, LFER CEO added “Now that we have signed the SPA for the CareClix acquisition, we will be following through with the final logistics including required filings and registrations that coincide with a transaction of this type. Our legal and accounting teams will be directing both companies to make sure everything is in compliance so we can move forward with our growth plans for 2022 and beyond.”
Charles Scott, CareClix Holdings, Inc, Chairman of the Board, added “Our executive leadership already works well together, which is always a factor in transactions of this kind. The degree to which LFER executive leaders share the CareClix vision for telemedicine and more importantly the digital health future, is a huge confidence booster. We look forward to growing Life on Earth to the benefit of all our shareholders.”
About Life on Earth Inc.
Life on Earth, Inc. (LFER) is a cloud enterprise software developer and a provider that enables rapid innovation that keeps the enterprise operations safe, compliant and manageable. The products are designed to help organizations innovate and modernize legacy systems while minimizing cost and risk of business disruptions and ensure regulatory compliance. For more information, please visit our corporate website - www.lifeonearthinc.com Investors and corporate inquiries, please contact: info@lifeonearthinc.com | (646) 844-9897
About CareClix Holdings, Inc.
CareClix Holdings, Inc is a telemedicine software and services company centered around the CareClix® virtual telehealth platform. The CareClix Group of companies provides software applications coupled with medical services enabling patients to receive care anytime at anyplace. CareClix' suite of services are trusted by some of the best names in healthcare with more than 20 million individuals in the U.S. and 35 other countries currently having access to CareClix's platform and services. CareClix Inc., CareClix Services, Inc., CareClix RPM, Inc., and MyCareClix, Inc., are each a wholly-owned subsidiary of CareClix Holdings, Inc., f.k.a. Solei Systems Inc. (OTC: SOLI). Learn more about CareClix by visiting our website: www.careclix.com.
Forward-Looking Statements: This release contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements appear in a number of places in this release and include all statements that are not statements of historical fact regarding the intent, belief or current expectations of Life On Earth, Inc. its directors or its officers with respect to, among other things: (i) financing plans; (ii) trends affecting its financial condition or results of operations; (iii) growth strategy and operating strategy. The words "may," "would," "will," "expect," "estimate," "can," "believe," "potential" and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements, including those relating to the LFER's financing being adequate for it to develop and market its software products, and to launch its growth and expansion plans, among others, are not guarantees of future performance and involve risks and uncertainties, many of which are beyond Life On Earth, Inc.'s ability to control, and actual results may differ materially from those projected in the forward-looking statements as a result of various factors. No information in this press release should be construed in any way whatsoever as an indication of Life On Earth, Inc.'s future revenues, financial performance or stock price. More information about the potential factors that could affect the business and financial results is and will be included in Life On Earth, Inc.'s filings with the Securities and Exchange Commission at www.sec.gov.