PUGET TECHNOLOGIES, INC. Item 1.01 Entry into a Material Definitive Agreement.
Investment Banking Agreement
On
The Investment Banker will assist the Registrant as its placement agent and
investment banker subject to the terms and conditions set forth in the
Agreement. For purposes of the Agreement, any funding source introduced by the
Investment Banker to the Registrant or the Registrant's "Transaction" is
referred to as a "Partner"" and the term "Transaction" will include any sale by
the Registrant of equity securities or interests, debt securities, hybrid
securities, or the entering into of any fund capital, credit, cash advance,
factor, loan, joint venture, buy-out, partnership, lease (property or equipment)
or other debt agreements, in one transaction or a series of transactions funded
by a Partner(s) over time. The initial Transaction contemplated under the
Agreement will involve a limited offering of
The Investment Banker will act as the Registrant's exclusive Investment Banker in connection with a Transaction for a period of 30 days from a mutually agreed upon start date (example, the date the first teaser is sent out) (the "Initial Exclusivity Period") and, upon expiration of the Initial Exclusivity Period, subject to successful conclusion of the Initial Transaction or the termination of the Agreement, the Investment Banker will continue to assist the Registrant as non-exclusive the Investment Banker in conjunction with any subsequent Transactions.
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If the Registrant closes any Transaction with a Partner or with a person introduced to the Registrant or the Registrant's Transaction by a Partner, including the Initial Transaction, the Registrant will pay the Investment Banker the fees for such Transaction described below. In amplification of the foregoing, the Registrant will have the sole discretion to close on any Transaction(s) but if the Registrant closes on any transaction with a Partner(s), the Registrant will be obligated to pay the Investment Banker fees as hereinafter set forth in a timely manner.
Subject to successful completion of the Initial Transaction or transaction, the Investment Banker will have the exclusive right of first refusal to raise any additional funds on any subsequent raises for the Registrant for three years from the date of the Agreement (the "Right of First Refusal"). The Right of First Refusal will survive the termination of the Agreement.
Depending on the nature of the Transaction, and as requested by the Registrant, the Investment Banker may:
A. Assist the Registrant in developing a marketing strategy for the Registrant's
Transaction(s);
B. Solicit interest from potential Partners, including identifying potential
Partners, introducing potential Partners to the Registrant and facilitating meetings and presentations; in consultation with the members of the Registrant's management, review and evaluate all indications of interest or proposals received from potential Partners;
C. Advise the Registrant on strategic issues relating to the Transaction,
including the structure and valuation of the Transaction; and
D. Assist the Registrant in developing a negotiating strategy for a Transaction
and, if requested by the Registrant, participate (directly or otherwise) in such negotiations; and provide general assistance in implementing and closing a Transaction, if requested by the Registrant.
As consideration for the Transaction related services provided by the Investment Banker, the Registrant agrees to pay the Investment Banker the following compensation:
1. The Investment Banker will be owed and paid by the Registrant a cash
commission equal to ten percent (10%) of the capital arranged for any Transactions pertaining to the Initial Transaction closed upon by the Registrant with Partner(s). The Investment Banker, or accredited individuals selected by the Investment Banker, at its sole discretion, Investment Banker will have the right for a two (2) year period to convert a portion or all of the Transaction Fee into Registrant shares based on the price of the Registrant's stock at the date of the initial funding.
2. The Registrant will pay the Investment Banker Transaction cash fees on
subsequent Transactions equal to: (a) one percent (1.0%) times the total amount of senior debt, plus (b) two and one half percent (2.5%) times the total amount of subordinated debt or mezzanine debt, (c) three percent (3.0%) times the total amount of equity including preferred equity and structured equity.
3. In addition to the foregoing fees, if any Transaction not subject to the
foregoing is entered into between any Partner and the Registrant after
execution of the Agreement or within 24 months after termination of the
Agreement ("Tail"), the Registrant will pay the Investment Banker a . . .
Item 7.01 Regulation FD Disclosure.
In order to assure compliance with Commission Regulation FD, the Registrant has created accounts on diverse social media platforms including Twitter, Facebook, LinkedIn, YouTube, etc., where it will disseminate information or provide instructions as to where information can be obtained, concerning the Registrant's activities and proposed activities to which limited groups have or may become privy. As of the date of this current report, such accounts include the following:
Facebook: https://www.facebook.com/pugettechnologies
Twitter: https://twitter.com/PugetSolutions
LinkedIn: https://www.linkedin.com/company/puget-technologies-inc
YouTube: https://www.youtube.com/channel/UCDbLmFlALzqUMut-Y2DL5kw.
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Item 8.01 Other Events.
Transactions under Negotiation
The Registrant has entered into letters of intent to acquire two additional companies in the health care industry but prices and terms have yet to be negotiated:
? The first,
as the joint venture vehicle all three entities being hereinafter collectively
referred to as Glades. The individual principals involved are Messrs. Carlos H.
Arce, Esquire,
all
treatments for illnesses such as colds, flu, stomach aches or ear infections;
minor injury care such as less severe bumps, cuts, abrasions or sprains;
pediatrics from common childhood illnesses like influenza, bronchitis, rashes
or infections, to minor injury care for cuts, lacerations, sprains or breaks;
x-rays and in-house lab testing, and occupational medicine. It is that if the
transaction is effected, Glades will be merged into
Organized Subsidiaries" below). Revenues for Glades for the calendar years
ended
? The second,
will provide doctors and other healthcare and wellness professionals with the
space, equipment and support they need to start a private practice in a single
solution at a fraction of usual costs. Expanding on the concept of co-working,
Care Suites will deliver complete facilities that doctors can use on-demand to
see patients and expand their practices without the overhead traditionally
associated with independent facilities. The usual approach by private doctors
starting or expanding their own practices is piecemeal, they have to manage a
large number of aspects alien to their professional training from negotiating
leases to handling equipment purchasing, regulatory compliance billing and
factoring accounts receivable. Care Suites will take over all of those
responsibilities within a single membership package, a flexible, comprehensive,
and cost-effective private practice solution. Participants will enjoy
professional and upscale facilities in prime locations without upfront
commitments or investments and without delay. This "space as a service" concept
is a managed and cost-effective alternative for healthcare professionals to
expand their practices into otherwise inaccessible markets. Because Care Suites
was only recently organized it has no operating history but acknowledges that
as actual operating results are recorded, its financial statements must be
audited in accordance with requirements of Commission Regulation S-X and filed
with the Commission no longer than 74 days after closing.
The two companies have granted the Registrant an exclusive right to negotiate
specific acquisition terms after it conducts required due diligence and the
parties determine the most appropriate valuations and form of acquisition (90
days in the case of Glades and five and a half months in the case of Care
Suites). In each case, the acquired companies would become subsidiaries of the
Registrant and incorporated into the Registrant's healthcare division (along
with
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Recently Organized Subsidiaries
On
In addition to the foregoing, on
Impact on Shell Status
The Registrant anticipates that at such time as it closes on the acquisition of any of the foregoing entities it will file the appropriate report of current event on Form 8-K addressing Items 201 and 506 to terminate its status as a "shell" under applicable securities laws.
Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and
Exhibits.
Exhibit Index
Exhibit Number Description
1.01 Underwriting agreement
21.01 Subsidiaries of the registrant
99.01 Press release issued on November 15, 2021 re incorrectly
filed exhibit.
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