Item 2.01 Completion of Acquisition or Disposition of Assets.
On July 28, 2021, Integrity Health Corporation, (the "Company"), acquired all of
the issued and outstanding membership interests of Medical Aesthetics Solutions,
LLC d/b/a Point Lumineux Med Spa ("Point Lumineux Med Spa") from Lea Graf. Point
Lumineux Med Spa offers a wide range of cosmetic services, including everything
from nutritional counseling to CoolSculpting®. The acquisition was consummated
on July 28, 2021 pursuant to a Sale of LLC Interest Agreement ("Purchase
Agreement") dated as of July 28, 2021, by and among the Company and Lea Graf.
The purchase price consisted of 150,000.00 in cash, subject to certain
adjustments as provided in the Purchase Agreement to increase the purchase price
to $250,000.00. As a result of the acquisition, Point Lumineux Med Spa became a
wholly-owned subsidiary of the Company.
The pro forma financial information included in this Report has been presented
for informational purposes only and is not necessarily indicative of the
combined financial position or results of operations that would have been
realized had the acquisition of Point Lumineux Med Spa occurred as of the dates
indicated, nor is it meant to be indicative of any anticipated combined
financial position or future results of operations that the Company will achieve
after the acquisition.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The audited financial statements and related notes thereto of Point Lumineux Med
Spa as of and for the year ended December 31, 2020, including the related audit
report of the independent auditors, Urish, Popeck & Co, LLC.
(d) Exhibits
Exhibit
Number Description
2.1 Sale of LLC Interest Agreement dated as of July 28, 2021, by and among
the Integrity Health Corp. and Lea Graf.
2.2 Addendum to the Sale of LLC Interest Agreement, dated as of July 28,
2021, by and among the Integrity Health Corp., Sera Balderston and Lea
Graf .
99.1 The audited financial statements and related notes thereto of Medical
Aesthetics Solutions, LLC d/b/a Point Lumineux Med Spa as of and for the
year ended December 31, 2020, including the related audit report of the
independent auditors, Urish, Popeck & Co, LLC.
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