Item 1.01 - Entry Into a Material Definitive Agreement.
Ambulatory Surgery Center Development Agreement
On November 26, 2021, Healthcare Solutions Management Group, Inc. (the
"Company"), and the Company's wholly owned subsidiary Healthcare Solutions
Holdings, Inc. ("HSH) and HSH's wholly owned subsidiary HSH Surgical, Inc.
("HSI") entered into an Ambulatory Surgery Center Development Agreement (the
"Agreement") with Jameson, LLC DBA American Development Partners, a Tennessee
limited liability company (together with its subsidiaries, related parties,
successors-in-interests, and affiliates, the "Developer"). The term of the
Agreement is ten (10) years from November 26, 2021. Pursuant to the Agreement,
the Developer agreed to use commercially reasonable efforts to present HSI with
"Qualified Projects," as such term is defined in the Agreement. During the term
of the Agreement, the Developer agreed to present HSI with ten (10) Qualified
Projects per year, HSI however is not required to accept a Qualified Project.
HIS agreed to enter into one hundred (100) Lease Agreements (the "Tenant
Commitment") with an option for twenty-five (25) additional units with
anticipated development costs to be approximately fourteen million dollars
($14,000,000) a unit (actual costs will vary based on individual projects) for a
total initial commitment of approximately one billion four hundred million
dollars ($1,400,000,000) with an option for an additional three hundred and
fifty million dollars ($350,000,000); provided that each Lease Agreement relates
to a Qualified Project. Pursuant to the Agreement, the Developer has the
exclusive rights to develop single tenant HSH Surgical Ambulatory Surgery Center
units on a nationwide basis for HSI. 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.
Urgent Care Center Development Agreement
On November 26, 2021, the Company, HSH and HSH's wholly owned subsidiary Advance
Care Medical Holdings, Inc. ("ACM") entered into an Urgent Care Center
Development Agreement (the "UC Agreement") with Jameson, LLC DBA American
Development Partners, a Tennessee limited liability company (together with its
subsidiaries, related parties, successors-in-interests, and affiliates, the
"Developer"). The term of the UC Agreement is ten (10) years from November 26,
2021. Pursuant to the UC Agreement, the Developer agreed to use commercially
reasonable efforts to present ACM with "Qualified Projects," as such term is
defined in the UC Agreement. During the term of the UC Agreement, the Developer
agreed to present ACM with seventy-five (75) Qualified Projects per year,
however ACM is not required to accept a Qualified Project. ACM agreed to enter
into five hundred (500) Lease Agreements (the "Tenant Commitment") with an
option for two hundred (200) additional units with anticipated development costs
to be approximately four million five hundred thousand dollars ($4,500,000) a
unit (actual costs will vary based on individual projects) or a total initial
commitment of approximately two billion two hundred and fifty million dollars
($2,250,000,000.00) with an option for an additional nine hundred million
dollars ($900,000,000); provided that each Lease Agreement relates to a
Qualified Project. The developer has the exclusive rights to develop single
tenant Advance Care Medical Urgent and Comprehensive Care Center units on a
nationwide basis for ACM. The foregoing description of the UC Agreement does not
purport to be complete and is qualified in its entirety by reference to the UC
Agreement, which is filed as Exhibit 10.2 hereto and is incorporated by
reference herein.
2
Common Stock Shares Issued
The entry into the Agreement and the UC Agreement, triggered the issuance by the
Company of 81,000,000 shares of its common stock to the following parties in the
following amounts (the "Shares").
The issuance of the Shares were triggered pursuant to:
· A management consulting agreement with Black Label Services, Inc., dated
October 1, 2018.
· A management consulting agreement with Jackson Hole Medical Advisors,
Inc., dated October 1, 2018.
· An employment agreement with Jonathan Loutzenhiser, dated July 15, 2018.
· A consulting services agreement with 168 Capital, Inc., dated October 1,
2018.
· A consulting services agreement with Alpha Properties LLC., dated October
1, 2018.
· A consulting services agreement with Stin Marketing Group LLC., dated
October 1, 2018.
Item 3.02 - Unregistered Sales of Equity Securities.
The disclosures in Item 1.01 of this Current Report on Form 8-K are incorporated
by reference into this Item 3.02. The issuance of the Shares described in Item
1.01 was made in reliance on the exemption from registration under Section
4(a)(2) of the Securities Act of 1933, as amended (the "Act"), in reliance upon
exemptions from the registration requirements of the Act in transactions not
involving a public offering.
Item 7.01 - Regulation FD Disclosure.
On December 2, 2021, the Company issued a press release (the "Press Release")
announcing the Company's symbol change as discussed in Item 8.01 hereof. The
disclosures in Item 8.01 of this Current Report on Form 8-K are incorporated by
reference into this Item 7.01.
The Press Release is furnished hereto as Exhibit 99.1 and is incorporated by
reference herein.
The information contained in the Press Release is being furnished and shall not
be deemed filed for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liability of that Section, and
shall not be incorporated by reference into any registration statement or other
document filed under the Securities Act of 1933, as amended, or the Exchange
Act, except as shall be expressly set forth by specific reference in such
filing.
Item 8.01 - Other Events.
As disclosed in the Current Report on Form 8-K filed with the Securities and
Exchange Commission by Healthcare Solutions Management Group, Inc. (the
"Company") on November 4, 2021, the Company's trading symbol for its common
stock as of October 29, 2021 was "VRTYD" and that after 20 business days of such
date, the symbol would change to "HSMD." The symbol changed accordingly on
November 26, 2021.
3
Item 9.01 - Financial Statement and Exhibits.
(d) Exhibits
The following exhibits are filed with this report:
Exhibit
No. Description
10.1* Ambulatory Surgery Center Development Agreement dated November 26,
2021.
10.2* Urgent Care Center Development Agreement dated November 26, 2021.
99.1** Press Release of the Issuer dated December 2, 2021.
104* Cover Page Interactive Data File (formatted as Inline XBRL)
_______
* Filed herewith.
** Furnished herewith.
4
© Edgar Online, source Glimpses