Genomic Integrated Wellness Systems, Inc. entered into a plan and agreement of reorganization and share exchange agreement to acquire Legacy Technology Holdings, Inc. (OTCPK:LTHO) in a reverse merger transaction on April 4, 2013. As per terms of agreement, Legacy Technology Holdings, Inc. issued 22.53 million shares exchange of 100% common equity of Genomic Integrated Wellness Systems, Inc. Post acquisition, Charles Youngren, the sole shareholder of Genomic Integrated Wellness Systems, Inc. will hold 80% of the issued and outstanding common stock of Legacy Technology Holdings, Inc.

This agreement may be terminated at any time prior to the effective time by mutual consent of the Boards of Directors of Genomic Integrated Wellness Systems, Inc. and Legacy Technology Holdings, Inc. or by written notice. Charles Youngren will be appointed the Chief Operating Officer, Chief Technical Officer and a Director of Legacy Technology Holdings, Inc.

The deal is subject to delivery of audited financial statements by Genomic Integrated Wellness Systems, approval of shareholders of Genomic Integrated Wellness Systems, Inc., third parties or governmental and regulatory authorities. The transaction has been approved by Board of Directors of Genomic Integrated Wellness Systems and Legacy Technology Holdings. As condition to closing of the transaction, officers of Legacy Technology Holdings will resign and Directors of Legacy Technology Holdings will be replaced by nominees of Genomic Integrated Wellness Systems, Inc.

Genomic Integrated Wellness Systems, Inc. completed the acquisition of Legacy Technology Holdings, Inc. (OTCPK:LTHO) in a reverse merger transaction on March 31, 2014.