Item 1.02 - Termination of a Material Definitive Agreement.
On September 14, 2021, Healthcare Solutions Management Group, Inc.'s (the
"Company") wholly owned subsidiary, Healthcare Solutions Holdings, Inc. ("HSH")
terminated a consulting agreement (the "Consulting Agreement") dated October 1,
2018 between HSH and Tarun Jolly (the "Consultant"), pursuant to Section 20(e)
of the Consulting Agreement, which permits HSH to terminate the Consulting
Agreement any time without cause, with the termination to be effective as of
September 15, 2021. Pursuant to the Consulting Agreement, the Company had
engaged the Consultant to provide general business, advisory and transaction,
support and consulting services to HSH in exchange for warrants to purchase
shares of HSH upon the occurrence of certain milestones none of which were ever
achieved.
Item 3.03 - Material Modification to Rights of Security Holders.
The disclosures in Item 5.03 on this Current Report on Form 8-K are incorporated
into this Item 3.03 by reference.
Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On September 13, 2021, the Board of Directors (the "Board") of the "Company
approved (i) a 1 for 115 Reverse Stock Split of the Company's common stock with
any fractional shares of common stock resulting therefrom being rounded up to
the nearest whole share of common stock (the "Reverse Stock Split") and (ii) a
voluntary change in the Company's stock symbol from "VRTY" to a symbol selected
by the Company's officers (the "Symbol Change" and together with the Reverse
Stock Split, referred to herein together as the "Corporate Actions").
On the same date, 52.42 % of the Company's shareholders also approved the
Corporate Actions.
On September 15, 2021, the Company filed a Certificate of Amendment to its
Amended and Restated Certificate of Incorporation (the "Certificate") with the
Delaware Secretary of State for the Reverse Stock Split, with an effective date
of the later of (i) September 29, 2021 or (ii) on a date that that the Reverse
Stock Split, is announced by Financial Industry Regulatory Authority ("FINRA").
The Company submitted an Issuer Company Related Action Notification regarding
the Corporate Actions, as well as its prior name change to its current name, to
FINRA on September 16, 2021. There can be no assurance that FINRA will process
the Corporate Actions or name change, as planned, or at all.
The description of the Certificate above is qualified in its entirety by the
Certificate filed as Exhibit 3.1 to this Current Report on Form 8-K and is
incorporated by reference herein.
Item 8.01 - Other Events.
The Company also would like to make disclosure of the termination of the
following non-material agreements.
On September 14, 2021, HSH terminated a Consulting Services Agreement by and
between Flex Surgical Management LLC and Matt Thibaut, an individual and HSH
dated September 1, 2020 (the "Agreement") pursuant to Section 17(e) of the
Agreement and all other terms and conditions of the Agreement. Termination will
be effective as of September 16, 2021, in accordance with the terms and
provisions of the Agreement.
On September 14, 2021, HSH terminated a Field Representative Offer of Employment
by and between Stephen Fertig, an individual and HSH dated August 21, 2019 (the
"Offer") pursuant to Section 7 of the Offer and all other terms and conditions
of the Offer. Termination will be effective as of September 16, 2021, in
accordance with the terms and provisions of the Offer.
On September 14, 2021, HSH terminated an Independent Contractor Agreement by and
between John Keeling, Jr., an individual and HSH dated October 22, 2018 (the
"Agreement") pursuant to Section 4(4.2) of the Agreement and all other terms and
conditions of the Agreement. Termination will be effective as of September 15,
2021, in accordance with the terms and provisions of the Agreement.
On September 14, 2021, HSH terminated a Consulting Services Agreement by and
between BBCV Group, LLC and HSH dated October 30, 2019 (the "Agreement")
pursuant to Section 6(a) of the Agreement and all other terms and conditions of
the Agreement. Termination will be effective as of September 30, 2021, in
accordance with the terms and provisions of the Agreement.
Item 9.01 - Financial Statement and Exhibits.
(d) Exhibits
The following exhibits are filed with this report:
Exhibit No. Description
3.1* Certificate of Amendment.
_______
* Filed herewith.
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