Item 1.01 Entry Into a Material Definitive Agreement.
On March 15, 2023, Healthcare Solutions Holdings, Inc. ("HSH") the wholly owned
subsidiary of Healthcare Solutions Management Group, Inc. (the "Company")
entered into a Settlement Agreement and Release (the "Agreement") with Jonathan
Loutzenhiser, the Company's former Executive Vice President and a member of the
Company's Board of Directors, as well as the Company's Interim Chief Executive
Officer and Interim Chief Financial Officer. Pursuant to the Agreement, HSH
agreed to pay Mr. Loutzenhiser a total sum of $5,750,000.00 (the "Settlement
Payment") no later than one (1) business day after Mr. Loutzenhiser delivers to
HSH a signed copy of the Agreement, as HSH had fallen significantly behind in
the payment of regular payroll, benefits and bonuses to Mr. Loutzenhiser and
HSH's core business had been shut down due to the actions of certain corporate
officers and other employees unrelated to Mr. Loutzenhiser.
The Agreement also contains a mutual release whereby each HSH and Mr.
Loutzenhiser, agreed to release the other party on behalf of themselves, their
predecessors, successors, direct and indirect parent companies, direct and
indirect subsidiary companies, companies under common control with either party,
affiliates, and assigns, including past, present and future officers, directors,
shareholders, interest holders, members, partners, attorneys, agents, employees,
managers, representatives (the "Released Parties" and each a "Released Party")
from all known and unknown charges, complaints, claims, grievances, liabilities,
obligations, promises, agreements, controversies, damages, actions, causes of
action, suits, rights, demands, costs, losses, debts, penalties, fees, wages,
medical costs, pain and suffering, mental anguish, emotional distress, expenses
(including attorneys' fees and costs actually incurred) and punitive damages, of
any nature whatsoever, known or unknown which either of the Released Parties
has, or may have had against the other Released Party, arising from (i) HSH's
falling behind in the payment of regular payroll, benefits and bonuses to Mr.
Loutzenhiser (ii) HSH's core business being shut down due to the actions of
certain corporate officers and other employees (iii) any agreement between the
Released Parties (iv) any other matter between the Released Parties or (v) any
claims under federal, state or local law, rule or regulation (the "Release").
However, the Release does not waive or release any claims arising after the
effective date of the Agreement, including any claim for breach of the Agreement
or any indemnification rights under the Agreement.
Additionally, the Agreement also provides that HSH agreed to indemnify Mr.
Loutzenhiser in connection with any action, suit or proceeding, whether civil,
criminal, administrative or investigative (a "Proceeding") to which Mr.
Loutzenhiser is made a party or threatened to be made a party, other than any
Proceeding initiated by Mr. Loutzenhiser or HSH related to any contest or
dispute with respect to the Agreement. Further, pursuant to Agreement the
parties agreed that unless required to do so by legal process, each party will
not make disparaging statements or representations, either directly or
indirectly, whether orally or in writing to any person whatsoever about the
other party, or the other party's spouse, attorneys, or representatives or
affiliates.
The foregoing description of the Agreement does not purport to be complete and
is qualified in its entirety by reference to the Agreement, which is filed as
Exhibit 10.1 hereto and is incorporated by reference herein.
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On March 15, 2023, Jonathan Loutzenhiser the Company's Executive Vice President
and a member of the Company's Board of Directors, as well as the Company's
Interim Chief Executive Officer and Interim Chief Financial Officer resigned
from all positions with the Company. Mr. Loutzenhiser's resignation was not the
result of any disagreement with the Company on any matter relating to the
Company's operations, policies or practices.
Additionally, on March 15, 2023, the following persons resigned from the
following positions with the Company (referred to together herein as the
"Resignations"):
Name Position
Dr. Joseph Asuncion Chief Medical Officer and Director
Dr. Richard Muckerman Vice President of Strategy and Business
Blake Moorman Vice President of Operations
Dr. Richard F. Wittock Vice President of Clinical Affairs
Dr. Abdullah Arshad Director
The Resignations were not the result of any disagreement with the Company on any
matter relating to the Company's operations, policies or practices.
On March 15, 2023, Josh Constantin was appointed as the Company's Interim Chief
Executive Officer, Interim Chief Financial Officer and sole member of the
Company's Board of Directors.
Mr. Constantin, age 45, has over 20 years, experienced as a healthcare industry
professional specializing as a corporate comptroller and as a company
commercialization and go to market strategy expert. Since 2017, Mr. Constantin
has worked for HSH both as an employee and consultant, in the capacity of
corporate comptroller and the lead supervisor for all of the company's
commercial real-estate activities. Mr. Constantin was one of HSH's two founders
in 2017, having a vision of providing patients with the highest quality care
through better access to the most advanced medical technology in the
marketplace. Prior to working for HSH, Mr. Constantin developed and then oversaw
and ran an advanced cardio diagnostic screening program for Novartis
Pharmaceuticals across the United States. He also previously has worked for a
number of Private Equity Firms, Hedge Funds, Registered Investment Advisors, and
Investment Banks. Mr. Constantin has over a decade of investment banking
experience, with a focus in the Medical/Life Science field, the Oil and Gas
industry, and Derivatives primarily CDOs and CMOs. Mr. Constantin during his
investment banking career specialized in both institutional debt and equity
offerings, and the reorganization of distressed companies.
Item 8.01 Other Events.
On March 6, 2023, six (6) creditors of the Company obtained judgments against
the Company totaling $12,479,875.00. The creditors plan to place the Company
into a court ordered receivership in an attempt to collect the foregoing
amount. However, there can be no assurance that the foregoing can occur as
planned or at all.
Item 9.01 - Financial Statement and Exhibits.
(d) Exhibits
The following exhibits are filed with this report:
Exhibit No. Description
10.1* Settlement Agreement and Release dated March 15, 2023 with
Jonathan Loutzenhiser.
104* Cover Page Interactive Data File (formatted as Inline XBRL)
_____________
* Filed herewith.
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