Item 1.01. Entry Into a Material Definitive Agreement.
Settlement and Release Agreement with Stuart McMahen
On March 5, 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 "McMahen Agreement") with
Stuart McMahen. Pursuant to the McMahen Agreement, HSH agreed to pay Mr. McMahen
a total sum of $465,000 (the "Settlement Payment") no later than one (1)
business day after Mr. McMahen delivers to HSH a signed copy of the McMahen
Agreement, as HSH had fallen significantly behind in the payment of regular
payroll, benefits and bonuses to Mr. McMahen and HSH's core business had been
shut down due to the actions of certain corporate officers and other employees
unrelated to Mr. McMahen.
The McMahen Agreement also contains a mutual release whereby each HSH and Mr.
McMahen, 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.
McMahen (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 McMahen Agreement, including any claim for breach of the McMahen
Agreement or any indemnification rights under the McMahen Agreement.
Additionally, the McMahen Agreement also provides that HSH agreed to indemnify
Mr. McMahen in connection with any action, suit or proceeding, whether civil,
criminal, administrative or investigative (a "Proceeding") to which Mr. McMahen
is made a party or threatened to be made a party, other than any Proceeding
initiated by Mr. McMahen or HSH related to any contest or dispute with respect
to the McMahen Agreement. Further, pursuant to the McMahen 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 McMahen Agreement does not purport to be
complete and is qualified in its entirety by reference to the Form of McMahen
Agreement, which is filed as Exhibit 10.1 hereto and is incorporated by
reference herein.
Settlement and Release Agreement with Black Label Services, Inc.
On March 5, 2023, HSH entered into a Settlement Agreement and Release (the "BLS
Agreement") with Black Label Services, Inc. a Wyoming Corporation ("BLS").
Pursuant to the BLS Agreement, HSH agreed to pay BLS a total sum of $6,749,556
(the "Settlement Payment") no later than one (1) business day after BLS delivers
to HSH a signed copy of the BLS Agreement, as HSH had fallen significantly
behind in the payment of consulting fees to BLS and HSH's core business had been
shut down due to the actions of certain corporate officers and other employees
unrelated to BLS.
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The BLS Agreement also contains a mutual release whereby each HSH and BLS,
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 consulting fees to BLS (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 BLS Agreement,
including any claim for breach of the BLS Agreement or any indemnification
rights under the BLS Agreement.
Additionally, the BLS Agreement also provides that HSH agreed to indemnify BLS
in connection with any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "Proceeding") to which BLS is made a party or
threatened to be made a party, other than any Proceeding initiated by BLS or HSH
related to any contest or dispute with respect to the BLS Agreement. Further,
pursuant to the BLS 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 BLS Agreement does not purport to be complete
and is qualified in its entirety by reference to the Form of BLS Agreement,
which is filed as Exhibit 10.2 hereto and is incorporated by reference herein.
Settlement and Release Agreement with Joshua Constantin
On March 5, 2023, HSH entered into a Settlement Agreement and Release with
Joshua Constantin (the "Constantin Agreement"). Pursuant to the Constantin
Agreement, HSH agreed to pay Mr. Constantin a total sum of $2,235,923 (the
"Settlement Payment") no later than one (1) business day after Mr. Constantin
delivers to HSH a signed copy of the Constantin Agreement, as HSH had fallen
significantly behind in the payment of regular payroll, benefits and bonuses to
Mr. Constantin and HSH's core business had been shut down due to the actions of
certain corporate officers and other employees unrelated to Mr. Constantin.
The Constantin Agreement also contains a mutual release whereby each HSH and Mr.
Constantin, 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.
Constantin (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 Constantin Agreement, including any claim for breach of
the Constantin Agreement or any indemnification rights under the Constantin
Agreement.
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Additionally, the Constantin Agreement also provides that HSH agreed to
indemnify Mr. Constantin in connection with any action, suit or proceeding,
whether civil, criminal, administrative or investigative (a "Proceeding") to
which Mr. Constantin is made a party or threatened to be made a party, other
than any Proceeding initiated by Mr. Constantin or HSH related to any contest or
dispute with respect to the Constantin Agreement. Further, pursuant to the
. . .
Item 8.01 Other Events.
As of January 2023, HSH's core business was shut down due to the actions of
certain corporate officers and other employees. The Company is currently seeking
a strategic partnership in an effort to relaunch HSH's medical clinics. 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* Form of Settlement Agreement and Release dated March 5, 2023 with
Stuart McMahen.
10.2* Form of Settlement Agreement and Release dated March 5, 2023 with
Black Label Services, Inc.
10.3* Form of Settlement Agreement and Release dated March 5, 2023 with
Joshua Constantin.
104* Cover Page Interactive Data File (formatted as Inline XBRL)
_____________
* Filed herewith.
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