SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(D) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 5, 2020
eWELLNESS HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
eWellness Healthcare Corporation
333 Las Olas Way, Suite 100
Ft. Lauderdale FL 33301
(Address of principal executive offices)
Registrant’s Telephone Number, including area code: (855) 470-1700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:
|[ ]||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|[ ]||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|[ ]||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|[ ]||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act: None
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [X]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
ITEM 8.01 OTHER EVENTS.
On May 5, 2020, eWellness Healthcare Corporation, OTCQB: EWLL (“EWLL” or the “Company”) entered into a non-binding letter of intent (“LOI”) with Lord Global Corporation, OTC: LRDG (“LRDG”), a copy of which is attached as Exhibit 10.33 hereto.
The parties agreed, subject to the execution of a definitive agreement (“Definitive Agreement”), that the LRDG: (i) will issue to the Company shares of a newly authorized series of LRDG preferred stock (the “New LRDG Preferred Stock”) which will be convertible into a total of 2,000,000 shares of LRDG’s common stock, subject to a 4.99% “blocker” or beneficial ownership limitation; (ii) will create a U.S. marketing entity for EWLL’s PHZIO and MSK360 telemedicine physical therapy operations to independent contractors an “gig” economy workers; (iii) will provide initial funding in an amount of $250,000 on or about May 15, 2020; (iv) will provide additional funding in an amount equal to 50% of the convertible note financing transactions entered into by LRDG during the 12-month period from the execution of the Definitive Agreement, which will occur only after EWLL’s pending registration statement on Form S-1 is declared effective by the SEC; and (v) will file a registration statement after execution of the Definitive Agreement for the registration, issuance and sale of LRDG’s equity securities for the benefit and funding of the Company’s growing telemedicine operations. The foregoing is referred to collectively, as the “LRDG Obligations”, all of which are subject to the execution of the Definitive Agreement, after customary due diligence.
In consideration for LRDG’s fulfillment of the above-referenced LRDG Obligations, the Company has agreed, subject to the execution of the Definitive Agreement, to: (i) pay to LRDG 10% of the commissions generated from the fees paid to the Company by the independent contractors and “gig” workers using the EWLL’s PHZIO and MSK360 platform in their physical therapy practices; and (ii) the assignment by the Company to LRDG of 25% of EWLL’s cash flow from its revenue stream (“EWLL’s Cash Flow”), payable in arrears on a quarterly basis, commencing on the execution of the Definitive Agreement. The foregoing is referred to, collectively, as the “EWLL Obligations.”
The parties have agreed that during the one-year period following execution of the Definitive Agreement that EWLL shall have the right to repurchase up to 20% of EWLL’s Cash Flow in consideration for the repayment of 150% of funding provided EWLL from its convertible note financing transactions. The parties further agreed that if LRDG does not provide to the Company the $250,000 in initial funding by or about May 20, 2020, either party may terminate this non-binding LOI and the respective LRDG Obligations and EWLL Obligations shall be deemed null and void.
Item 9.01 Exhibits
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 8, 2020
|eWellness Healthcare Corporation|
|Title:||Chief Executive Officer|