ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 21, 2022 Healthtech Solutions, Inc. ("HLTT") and its subsidiaries,
Healthtech Wound Care, Inc. ("HWC"), The Clia Lab, LLC ("TCL"), Cellsure L3C and
Healthtech Management Services, Inc., entered into an Equity Exchange Agreement
with World Reach Holdings, LLC ("WR Holdings") and its affiliates, World Reach
Health, LLC ("WRH"), World Reach Med, LLC ("WR Med"), Live For Today Ventures,
LLC, Redi-Med Consulting, LLC, Jelena Olmstead ("Olmstead") and James Pesoli
("Pesoli"). The Equity Exchange Agreement provides that, at a Closing to occur
on or prior to January 27, 2022, HLTT will issue to the members of WR Holdings
23,715,673 shares of HLTT common stock and warrants to purchase 1,700,000 shares
of HLTT common stock for $.25 per share, and will issue to WR Med, an affiliate
of WR Holdings, warrants to purchase 530,769 shares of HLTT common stock for
$.25 per share. In exchange for that HLTT equity, the members of WR Holdings
will assign to HLTT fifty-one percent (51%) of the membership interest in WR
Holdings and will enter into an amended operating agreement for WR Holdings with
HLTT. WR Holdings is a holding company that owns all of the membership interest
in WRH. WRH is engaged in the business of distributing healthcare-related
products and services, and has served as the primary distributor for wound care
products manufactured by or on behalf of HWC since August 2022. Olmstead and
Pesoli are the principal managers of WR Holdings and WRH.
The Equity Exchange Agreement further provides that, on the Closing Date, the
number of members of the HLTT Board of Directors will be increased to four, and
that Pesoli will be appointed to serve as a member of the HLTT Board. In
addition, on that date, HLTT will enter into Executive Employment Agreements
with the following individuals:
Executive Position with HLTT Position with HLTT Subsidiary
Jelena Olmstead Chief Executive Officer --
Manuel E. Iglesias President Chief Financial Officer of WR
Holdings and WRH
James Pesoli Senior Vice President Chief Executive Officer of WRH
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
10-a Equity Exchange Agreement dated December 21, 2022 among Healthtech
Solutions, Inc., Healthtech Wound Care, Inc., The Clia Lab, LLC,
Cellsure L3C, Healthtech Management Services, Inc., World Reach Health,
LLC, World Reach Med, LLC, World Reach Holdings, LLC, Live For Today
Ventures, LLC, Redi-Med Consulting, LLC, Jelena Olmstead and James
Pesoli.
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