Item 1.01 Entry into Material Definitive Agreement.
Software License and Reseller Agreement
In 2017 True Nature Holding, Inc. "the Company") began development of a series
of applications termed SimpleHIPAA and SimpleHIPAA for Veterinarians and Pets,
both aimed at providing a personal healthcare record (PHR) that could be used by
both humans and pet owners. During 2018 the application design was expanded to
include interfaces with both office management systems used by doctors and
veterinary clinics, and those used by pharmacy operators who might fulfil
prescriptions. In June 2018 the Company entered into a custom development
agreement with a pharmacy operator in Florida to customize the software for
their particular needs. In December 2019 we concluded an expanded software
license agreement that includes a provision for the user to have full access to
the source code for their internal purposes, or its successors and assignees. We
have also created a right for the operator to resell in object code form the
resulting application under their own brand. The Company has fully delivered the
software and has been paid an initial $3,500 fee, with an additional $21,500 to
be paid on successive sales by the operator. The initial fee is being recognized
as earned revenue in 2019 with the subsequent payments as unearned revenue, and
thus will be recognized in the periods in which they are collected. This is a
non-exclusive agreement, and the Company believes similar reseller agreements
will be a continuing source of revenue going forward. A copy of this agreement
is includer herein as Exhibit 10.01.
Reductions in Payables
In December 2019 approximately $333,000 of accounts payable was eliminated
through a total of $38,500 in cash payments, As noted below, approximately
$683,000 of other amounts owed were converted into 27,324 shares of a newly
issued Series X Preferred Stock (the "Series X Preferred"), priced at $25.00 per
share. As a result of these and other actions, we estimate that the total
liabilities of the Company (unaudited and subject to change) at December 31,
2019 should be approximately $1.3 million, down from the $2.6 million reported
at September 30, 2019.
Exchange of Debt into newly issued Series X Perpetual Preferred Shares
The Company has entered into agreements with debt holders and note holders of
the Company who have agreed to cancel the obligations of the Company in favor of
the issuance of a new Series X Perpetual Preferred Stock ("the Series X
Preferred"). The Series X Preferred shares are priced at $25.00 per share and
will pay a 10% per year dividend. The dividend may be paid in cash or in the
issuance of restricted common stock. If the Company chooses to pay the dividend
in restricted common stock the number of shares issued to fulfil the dividend
payment shall be determined based on the stock price on the date the dividend
award is made by the Board of Directors. The decision to make the dividend
payment in cash or through the issuance of restricted stock shall be at the
Company's sole discretion. The Company intends to pay the dividend monthly.
These shares may be redeemed after 36 months and are not convertible into common
stock. While these shares remain outstanding the holders of this group will
likely have voting control of the Company, as noted below. There is no intention
to register these shares. The holders will have the right to exchange the
preferred shares for any security which may be registered during the period when
the shares are held on a dollar for dollar basis, with the terms of the
exchanged security to survive any prior terms.
The Series X Preferred shares include "super voting rights" such that each share
will have 20,000 votes in any matter for which a vote of shareholders will be
required. As a result, based on the current number of common stock shares
outstanding of approximately 80 million, the holders of the Series X Preferred
shares will have the ability to vote up to 88% of the shares votes available.
Therefore, the holders of the Series X Preferred stock, in aggregate, will have
sufficient shares to approve any matter presented to the common shareholders for
. . .
Item 1.02 Entry into Termination of a Material Definitive Agreement.
Redemption of Certain Previously Issued Convertible Notes
As a part of its recently announced initiative to eliminate its convertible note
financings, on November 25, 2019 True Nature Holding, Inc. (the "Company") paid
in full two previously issued convertible notes: (i) the Crown Bridge Note dated
July 7, 2019, whose face amount was $40,000 was paid in full for $63,373 on
December 20, 2019; and (ii) the Power Up Bridge Note dated , 2019, whose face
amount was $38,000 was paid in full for $59,960 on December 20, 2019. In both
cases the amounts paid included all accrued interest and fees.
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Item 3.02 Unregistered Sales of Equity Securities.
Series X Preferred Shares
Item 1.01 of this Current Report on Form 8-K is incorporated by reference in
this Item 3.02. A total of approximately $683,000 debt was converted
into 27,284 Series X Preferred stock. As a result 27,284 shares of the Series X
Preferred Stock of the Company were issued to accredited investors. The offer
and sale of the shares of the Series X Preferred issued in connection with the
debt conversion were made in reliance on an exemption from registration under
the Securities Act, pursuant to Section 4(a)(2) thereof.
Item 5.01 Changes in Control of Registrant.
On December 31, 2019, the Company issued a total of 27,324 shares of Series X
Preferred Stock in exchange for the cancellation approximately $683,000 of debt
in the form of general payables to vendors, accrued amounts owed to former and
current insiders, and note holders. The Series X Preferred shares include voting
rights such that each share will have 20,000 votes in any matter for which a
vote of common shareholders will be required. As a result, the holders of the
Series X Preferred shares will have the ability to vote, in aggregate, 88% of
the shares available to vote based on 80 million shares outstanding as of the
date of this filing. This is sufficient votes to approve any matter presented to
the shareholders for approval. . Should these shares be exchanged for another
security in the future the "super voting rights" would be extinguished, and the
voting rights of the securities received in exchange would be granted to the
holders instead.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation of Doug ColeEffective December 31, 2019, Mr. Douglas Cole has resigned all positions with
the Company. There were no disagreements with Mr. Cole.
Appointment of Mr. Tom Brodmerkel as Director
Effective December 31, 2019 the Company's Board of Directors (the "Board")
appointed Mr. Tom Brodmerkel as Director.
Below is a description of Mr. Brodmerkel's professional work experience.
Mr. Brodmerkel is CEO of KMA Holding LLC (2013 - Present) an investment and
consulting firm in the health care industry. Mr. Brodmerkel is currently acting
CEO and Chair of Wave Health Technologies. Tom is on the board of CareSource
Corporation, a not for profit $10B health plan primarily focused on serving the
Medicaid population. Additionally, Tom serves on the board of PointRight, a
privately held company analytics company.
Previously he was employed by Matrix Medical Network, Inc. (January 2009 thru
November 2012) as its Executive Vice President. The company is based in
Scottsdale, AZ, and he was responsible for Corporate and Business development,
Client Services, Sales and Marketing. The company was sold to a private equity
group in April 2012. From May 2007 thru December 2008 President, Medicare
Programs for Bethesda, MD based Coventry Healthcare, Inc. He was fully
responsible for P&L for the +$2 Billion Medicare Programs division. Products
included Medicare Advantage Part C, Prescription Drugs Part D,
Private-Fee-For-Service., Special Needs Plans, and MSA's. Mr. Bordmerkel was
employed by United Health Group, Inc, from 2004-2006 as its President, United
Health Advisors, SVP, Senior Retiree Services based in Minneapolis, MN. He was
responsible for over +$1.5B of sales, marketing, and business development for
products targeted to individuals aged 50 and older. These products include
Medicare Advantage, Medicare Supplements, Medicare Pharmacy-Part D, Special
Needs Plans for individuals and groups.
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While at American Telecare Inc during 2004 as Executive Vice President
Minneapolis, MN where he was responsible for all field operations, customer
service, sales, marketing and business development. He was employed by Lumenous,
Inc. from 2003 thru 2004 as its Executive Vice President, based in Minneapolis,
MN. During 2002 and 2003 he was employed by Stanton Group, Inc. as its Executive
Vice President, based in Minneapolis, MN. Prior to that he was employed by
Definity Health, Inc, during 2001 and 2002 as its Executive Vice President,
based in Minneapolis, MN. He was employed in various capacities by United
Healthcare, Inc, from 1994- through 2001. Before joining United Healthcare, he
was employed by Old Northwest Agents, Inc. (1990-1994) as Vice President in
Minneapolis, MN. Before that he was employed by Mutual of New York (MONY) from
1988 through 1990 as its District Manager in Charleston, SC. He was employed by
Ward Financial Services, Inc. from 1986 through 1988 as its Vice President, in
Charleston, SC. After graduating from college, he began his career at the Three
Star Drilling Corporation in 1985 as its General Manager based in Lawrenceville,
IL.
His military service included 5 years in the United States Navy (1980-1985) as a
Supply Officer based in San Diego, CA, Panama Canal, Panama, and in Charleston,
SC.
Mr. Brodmerkel graduated from the United States Naval Academy, Annapolis,
Maryland with a Bachelor of Science in 1982.
Family Relationships
Mr. Brodmerkel does not have a family relationship with any of the current
officers or directors of the Company.
Related Party Transactions
There are no related party transactions with regard to Mr. Brodmerkel reportable
under Item 404(a) of Regulation S-K.
Compensatory Arrangements
Mr. Brodmerkel will have the same compensation as other Directors under the 2020
Directors Advisory Agreement, which includes a stipend of $2,000 per month
($5,000 in a month where there is a physical meeting of the Board of Directors).
The compensation also includes an award of 1,000,000 shares of restricted common
stock or stock options as deemed by the Company, subject to certain reverse
vesting conditions over a 3-year term. A copy of the 2020 Directors Advisory
agreement is attached to this filing as Exhibit 10.03.
Item 7.01 Regulation FD Disclosure.
On December 23, 2019 the Company issued a press release which included an
interview with the President and COO of the Company, This press release is
attached to this filing as Exhibit 99.1 to this filing but shall be considered
furnished not filed.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
3.6 Certificate of Designation of Series X Preferred Stock
10.01 Software Sales and License Agreement between the Company and
Pharmaceutical Care Consultants dated December 12, 2019
10.02 Form of Agreement to Convert Debt Obligations to Series X Preferred
shares
10.03 Form of the 2020 Directors Advisory Agreement
10.04 Securities Purchase Agreement dated December 19, 2020 with Eagle
Equities, Inc.
10.05 Note dated December 19, 2020 with Eagle Equities, Inc.
99.1 Press Release December 23, 2019
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