Healthcare Solutions Holdings Inc. (‘HSH’) entered into an agreement to acquire Verity Corp. (OTCPK:VRTY) in a reverse merger transaction on June 14, 2019. Under the terms, HSH common stock will be an aggregate number of shares of Verity common stock constituting 90% of the issued and outstanding shares of Company common stock immediately following the Closing, assuming issuance of the Receiver Shares. Each share of HSH common stock issued and outstanding will be converted into shares of Company common stock, at an exchange rate as required to cause the number of shares of Verity common stock issued to the holders of the Healthcare Solutions’ common stock to be 90% of the issued and outstanding shares of the Verity common stock immediately following the closing, assuming issuance of the Receiver Shares, which is currently expected to result in an exchange ratio of 127.33306 shares of Verity common stock per share of HSH common stock, with any fractional shares of Verity common stock being rounded to the nearest whole share of Verity common stock. The Exchange Ratio will be finally determined by the parties to the transaction prior to the Closing. Each share of HSH common stock treasury stock shall be canceled and retired and cease to exist, and no payment or distribution shall be made with respect thereto. Upon completion, HSH certificate of incorporation will be the certificate of incorporation of the surviving company, HSH bylaws will be the bylaws of the surviving company. HSH Directors immediately prior to effectiveness of the transaction will be the Directors of the surviving corporation. At the Closing, Verity current sole Director will elect Justin Smith, Jonathan Loutzenhiser and Charles Balaban as members of the Company’s Board of Directors, and then the current sole Director shall resign. HSH officers immediately prior to transaction will be the Directors of the surviving company. HSH shall pay to Verity and Verity shall pay HSH an amount in cash equal to $150,000 under termination fee. The transaction is subject to certain customary closing conditions, including that HSH will have provided to Verity, HSH audited and unaudited financial statements as required to be included in Verity filings with the Securities and Exchange Commission, third-party approvals from all Governmental Authorities, HSH shareholder approval and due diligence review of HSH to its satisfaction in its sole discretion. The transaction is not subject to a financing condition. The transaction is unanimously approved by HSH Boards of Directors. The transaction is expected to complete by July 30, 2019. On August 25, 2020, the parties to the Merger Agreement entered into amendment no. 1 to the Merger Agreement pursuant to which the date provided to consummate the Merger Agreement was extended from July 30, 2019 to September 30, 2020. On November 5, 2020, the parties to the Merger Agreement entered into amendment no. 2 to the Merger Agreement pursuant to which the date provided to consummate the Merger Agreement was extended from September 30, 2020 to December 31, 2020. On February 16, 2021, the parties to the Merger Agreement entered into amendment no. 3 to the Merger Agreement pursuant to which the date provided to consummate the Merger Agreement was extended from December 31, 2020 to March 31, 2021. Laura Anthony and John Cacomanolis of Anthony L.G., PLLC acted as legal advisors to Verity and Peder Davisson of Davisson & Associates, PA acted as advisor to HSH.