Item 1.01 Entry into a Material Definitive Agreement.
As disclosed in the Current Report on form 8-K that eWellness Healthcare Corporation (f/k/a
The closing of the Initial Exchange Agreement was conditioned upon certain, limited customary representations and warranties, as well as, among other things, our compliance with Rule 419 ("Rule 419) of Regulation C under the Securities Act of 1933, as amended and the consent of our shareholders as required under Rule 419. However, Rule 419 required that the share exchange transaction (the "Share Exchange") contemplated by the Initial Exchange Agreement occur on or before
As the parties satisfied all of the closing conditions, on
Prior to the execution and delivery of the Share Exchange Agreement, the board of directors of
The Share Exchange closed concurrently with the execution and delivery of the Share Exchange Agreement. Reference is hereby made to Item 2.01 regarding the completion of the Share Exchange.
As used in this Current Report on Form 8-K, all references to the "Combined . . .
Item 2.01 Completion of Acquisition or Disposition of Assets.
The Merger and Related Transactions
As described in Item 1.01 above, on
Tax Treatment and Small Business
The Share Exchange is intended to constitute a tax free reorganization within the meaning of the Internal Revenue Code of 1986. Following the Share Exchange, the Combined Company continues to be a "smaller reporting company," as defined in Item 10(f)(1) of Regulation S-K, as promulgated by the
FORM 10 INFORMATION
Prior to the Share Exchange, we were a public reporting "shell company," as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder ("Exchange Act"). Accordingly, pursuant to the requirements of Item 2.01(f) of Form 8-K, set forth below is the information that would be required if we were filing a general form for registration of securities on Form 10 under the Exchange Act for our common stock, which is the only class of our securities subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act upon consummation of the Share Exchange.
Appointment of Director
Immediately after the effective time of the Share Exchange, our sole director,
Appointment of Executive Officers
Immediately after the effective time of the Share Exchange Mr. McRobbie-Johnson and Mrs.
In connection with the closing of the Share Exchange, our corporate headquarters shall now be
Additional information regarding the officers and directors listed above is contained below in "Directors and Officers".
eWellness was incorporated in
As of the date of this Report, our initial service contract covers the
Item 3.02 Unregistered Sales of
Reference is made to the disclosures set forth in Items 1.01 and 2.01 of this Current Report on Form 8-K, which disclosures are incorporated by reference into this Item 3.02.
The information contained in this Current Report on Form 8-K is not an offer to sell or the solicitation of an offer to buy the Company's common stock or any other securities of the company, but merely included to disclose the terms of the transaction mentioned herein.
The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the Form of Note, which is attached hereto as Exhibit 10.3 and incorporated by reference herein. The Note has been attached as an exhibit to this Current Report on Form 8-K solely in order to provide investors and security holders with information regarding its terms. It is not intended to provide any other financial information about the Company or its subsidiaries and affiliates. The representations, warranties and covenants contained in the Notes were made only for purposes of that agreement and as of specific dates, are solely for the benefit of the parties to the Note, may be subject to limitations agreed upon by the parties thereto and may be subject to standards of materiality applicable to the parties thereto that differ from those applicable to investors. Investors should not rely on the representations, warranties or covenants or any description thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Note, which subsequent information may or may not be fully reflected in public disclosures by the Company.
Item 5.01 Changes in Control of Registrant.
Reference is made to the disclosures set forth in Items 1.01 and 2.01 of this Current Report on Form 8-K, which disclosures are incorporated by reference into this Item 5.01. Other than the transactions and agreements described in such Items, our officers and directors know of no arrangements that may result in a change in control of the Company at a subsequent date.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the Share Exchange,
Reference is made to the disclosures set forth in Item 2.01 of this Current Report on Form 8-K, relating to the aforementioned individuals, which disclosures are incorporated by reference into this Item 5.02.
Item 5.06 Change in Shell Company Status.
We have determined that, as the result of the closing of the Share Exchange as described above under Item 2.01 of this Current Report on Form 8-K, we have ceased to be a shell company as that term is defined in Rule 12b-2 promulgated under the Exchange Act. Reference is made to the disclosures set forth in Item 2.01 of this Current Report on Form 8-K, which disclosures are incorporated by reference into this Item 5.06.
Item 8.01 Other Events
In connection with the Share Exchange, our Board of Directors established several committees to assist it in carrying out its duties. In particular, committees work on key issues in greater detail than would be practical at a meeting of all the members of the Board of Directors. Each committee reviews the results of its deliberations with the full Board of Directors.
The standing committees of the Board of Directors currently consist of the Audit Committee, the Compensation Committee and the
Following the Share Exchange, the Board will consider appointing members to each of the Committees at such time as a sufficient number of independent directors are appointed to the Board or as otherwise determined by the Board.
We also approved and adopted the Governance Documents mentioned above in connection with the Share Exchange. A copy of our Code of Ethics is attached to this Current Report on Form 8-K as Exhibit 14.1 which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
Reference is made to the shares of eWellness acquired under the Share Exchange Agreement, as described in Item 2.01, which is incorporated herein by reference. As a result of the closing of the Share Exchange, our primary operations consist of the business and operations of eWellness. Accordingly, we are presenting the financial statements of eWellness for the fiscal years ended
(a) Financial statements of business acquired.
The audited financial statements of eWellness as of and for the fiscal years ended
(b) Pro forma financial information.
The unaudited pro forma financial information of the Company and its wholly-owned subsidiary eWellness are incorporated herein by reference to Exhibit 99.3 of this Current Report on Form 8-K.
(c) Shell company transactions.
Reference is made to the disclosure set forth in Items 9.01(a) and 9.01(b), which disclosure is incorporated herein by reference.
(d) Exhibits Exhibit Description 10.1 Amended and Restated Share Exchange Agreement among eWellness Healthcare Corporation (f/k/a
Dignyte, Inc.), Andreas A. McRobbie-Johnson, eWellness Corporation and its shareholders dated April 30, 2014. (Incorporated by reference to Exhibit 10.1 to the Form 8-K filed on May 6, 2014) 10.2 Supply and Distribution agreement with Millennium Healthcare, Inc. + 10.3 Form of Note (Incorporated by reference to Exhibit 10.3 to the Form 8-K filed on May 6, 2014) 10.4 Licensing Agreement between the Company and Physical Relief Telemedicine and Technology Healthcare Solutions, Inc.+ 10.5 License Agreement between the Company and Bistromatics Corp.+ 14.1 Code of Ethics and Business Conduct (Incorporate by reference to Exhibit 14.1 to the Form 8-K filed on May 6, 2014) 99.1 Financial Statements for eWellness for the fiscal years ended December 31, 2013and 2012.+ 99.2 Condensed Financial Statements for eWellness for the quarter ended March 31, 2014(Unaudited) + 99.3 Pro Forma Financial Statements+ + Filed Herewith. 42
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as part of this report are as follows: (1) Financial Statements and Report of Independent Registered Public Accounting Firm (2) Financial Statement Schedules None required. (3) Exhibits: The exhibit list required by this item is incorporated by reference to the Exhibit Index included in this Current Report on Form 8-K.