F3 And Associates, Inc. signed a non-binding letter of intent to acquire Future Healthcare of America from FAB Universal Corporation and Alpha Capital AG in a reverse merger transaction.
As a part of agreement Future Healthcare will issue a total of 70 million shares of its common stock, in exchange for a total of 285.75 shares of common stock of F3. The transaction is also subject to entry into a registration rights agreement providing for the registration of a limited portion of the Company's shares of common stock to be issued to the F3 stockholders, conversion of certain outstanding debt, F3 And Associates and Future Heathcare shall have entered into employment and indemnification agreements with Mark Sizelove, Sean Finn and Gene Feickert, F3 And Associates's shareholders, authorizing the exchange of common stock for shares of Future Healthcare, explicitly waiving any right to receive shares of Future Healthcare in connection with the Spin-Off, existing loans made F3 by family members of its shareholders aggregating approximately $0.189 million shall have been purchased by a third party on terms and conditions agreed to by the holders of such promissory notes, resignation of existing officers and directors of Future Healthcare. F3 And Associates, Inc. shall designate three out of five directors on the Board. Leonard W. Burningham and Branden T. Burningham acted as legal advisors for Future Healthcare and Laura Anthony of Legal & Compliance, LLC acted as legal advisor for F3 And Associates.