Item 1.01 Entry into a Material Definitive Agreement.
On March 28, 2023, Endonovo Therapeutics, Inc. ("we", "us" or the "Company")
entered into a binding letter of intent (the "LOI") with PEMF Holdings, LLC, a
Delaware limited liability company controlled by Ira Weisberg, who is presently
a consultant to the Company operating its medical device operations, relating to
the spin-off of our subsidiary, SofPulse, Inc. (the "Spin-Off") While the
parties intend to enter into a more formal agreement, they have agreed that the
purchase price is expected to be from $50,000,000 to $100,000,000 and equal to
the value of SofPulse, Inc.'s assets as determined by a valuation thereof by
Ocean Tomo. At the time of the completion of the Spin-Off, SofPulse, Inc. will
own all necessary intellectual property for the medical application of our PEMF
technology and all related assets including inventories while we will retain
rights to the human non-medical and telehealth markets. Until the completion of
the Spin-Off, which will require, among other things, the entry into a formal
detailed agreement containing full sets of representations and warranties
typical of agreements of this type and the filing with the Securities and
Exchange Commission and effectiveness of a Registration Statement on Form S-1,
Alan Collier, our CEO will own super voting preferred stock in SofPulse, Inc.
which will give him voting control of the company and Collier will release these
shares upon completion of the purchase. We anticipate that the completion of the
Spin-Off will take approximately six months, although no assurance can be given
as to any particular time frame.
The foregoing is only a summary of the terms of the APA which is included as an
exhibit to this report.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements
None
(b) Exhibits
10.1 Binding Letter of Intent between the Company and PEMF Holdings, LLC,
dated March 28, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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