Item 1.01 Entry into a Material Definitive Agreement.
The disclosure set forth in Item 3.02 of this report is hereby incorporated by reference in its entirety.
Item 3.02 Unregistered Sales of
On
In connection with the aforementioned Private Placement transaction, the Company
issued 1,000,000 shares of common stock to ApolloMed at
The Company Shares issued in connection with private placement transaction to ApolloMed were issued with a restrictive legend that shares had not been registered under the Securities Act of 1933 (the "Securities Act").
The issuance of the Company Shares in conjunction with the private placement transaction were exempt from registration pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D ("Regulation D") promulgated under the Securities Act. The Company made this determination based on the representations of the investors which included, in pertinent part, that each such investor was an "accredited investor" within the meaning of Rule 501 of Regulation D and upon such further representations from each investor that (i) such investor is acquiring the securities for its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act of 1933, (ii) such investor agrees not to sell or otherwise transfer the purchased securities or shares underlying such securities unless they are registered under the Securities Act and any applicable state securities laws, or an exemption or exemptions from such registration are available, (iii) such investor has knowledge and experience in financial and business matters such that such investor is capable of evaluating the merits and risks of an investment in us, (iv) such investor had access to all of the Company's documents, records, and books pertaining to the investment and was provided the opportunity to ask questions and receive answers regarding the terms and conditions of the Offering and to obtain any additional information which the Company possessed or was able to acquire without unreasonable effort and expense, and (v) such investor has no need for the liquidity in its investment in us and could afford the complete loss of such investment. In addition, there was no general solicitation or advertising for securities issued in reliance upon Regulation D.
The foregoing description of the private placement transaction is a summary only and is qualified in its entirety by reference to the ApolloMed Stock Purchase Agreement, a copy of which is attached hereto as Exhibit 3.02 to this Current Report on Form 8-K and is hereby incorporated by reference herein. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
In connection with the private placement transaction, the Board of Directors
(the "Board") of Company appointed
Resignation of Member of the Board of Directors
In connection with the private placement transaction, the Board of Directors
(the "Board") of
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Reference is made to the Exhibit Index following the signature page of this Current Report on Form 8-K, which is incorporated herein by reference.
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