HEALTHCARE TRIANGLE, INC. : conclusion of a material definitive agreement, conclusion of the acquisition or disposal of assets, unregistered sale of equity securities, financial statements and exhibits (Form 8-K)
Item 1.01 Conclusion of a Material Definitive Agreement
company (“seller”), and Mr.
(the “Closing Date”).
The total purchase price under the share purchase agreement includes up to
(a) 209,295 unvested common shares have been issued to the seller, which will vest when Devcool achieves one of the two gross income targets set out in the share purchase agreement; and
(b) 83,718 unvested common shares were issued as a retention bonus to certain key Devcool personnel to be retained by Devcool after Closing (the “Retention Personnel”), subject to continued retention personnel. to provide services to Devcool (or its affiliates) until the second anniversary of the closing date, which shares will vest equally on a monthly basis on the corresponding day of the closing date over a period of 24 consecutive months; and
3) a sum of up to
(b) up to
(c) up to
(d) up to
In addition, the Company (i) has entered into a consultation agreement with SD which ends on
as well as other benefits usually offered by the Company to consultants in the same situation and (ii) issued to the seller 125,577 common shares in exchange for the execution by SD of a discharge of all claims against Devcool.
The Company has also issued to the seller a guaranteed non-interest bearing promissory note in the principal amount of
(the “Note”) which reflects an amount owed to the Seller by the Company equal to the difference between the amount of accounts receivable accrued and unpaid at the Closing Date less the amount of accounts receivable accrued and unpaid at the Closing Date. The amount payable under the Note is subject to reduction to the extent that Devcool’s accounts receivable accrued and unpaid at the Closing Date are not collected at the Maturity Date of the Note. The Company has also entered into a Security Contract (the “Security Contract”) with the Seller dated
(a) All accounts, receivables, contractual rights and general intangible assets of the Company including, without limitation, all franchise rights, leasehold interests, lienholder rights, all income, income, profits, rents and present and future causes of action, promissory notes, instruments, products and any other right to payment, including, without limitation, payment of insurance products, reimbursements, discounts and credits, payments due under guarantees or guarantees, and payment due for condemnation of property, goodwill, trademarks, trade names, trade secrets, patents, patent rights, license rights and income, royalties, copyrights, customer lists, business, accounting and customer records, including data and metadata stored electronically, wherever located and currently owned or created or subsequently acquired by the Company, or in which the the Company currently has, may have or may subsequently acquire a participation;
(b) All property, including, without limitation, equipment, machinery, tools, materials, parts and supplies, furniture, furniture, computers and related accessories and equipment, apparatus and vehicles of all kinds and wherever they are, currently held or subsequently acquired by the Company, or in which the Company currently holds, may have or may subsequently acquire a stake;
(c) All inventory, including, without limitation, all merchandise and property held for sale or rental, promotional catalogs and marketing materials, and all parts and supplies, of all kinds and where that they are, currently held or subsequently acquired by the Company, or delivered or returned to the Company after the date of this Security Contract;
(d) All documents, deposit accounts, negotiable and non-negotiable instruments, movable effects, stocks, bonds, transferable securities and investment goods of any kind, title deeds, sums of money held or to be collected and letters of credit wherever located and now owned or later acquired by the Company;
(e) All proceeds from any of the personal property described above, including, without limitation, insurance products, rewards in any eminent domain proceeding or settlement, proceeds from any cause of ‘non-commercial tort action or settlement, and all replacements, substitutions, returns, additions or renewals thereof, wherever located and currently held or subsequently acquired by the Company; and
(f) All shares of Devcool currently or subsequently held by or on behalf of the Company or any of its related entities.
The share purchase agreement includes representations, warranties and covenants from the Company and the parties as well as other customary closing conditions.
The core business of Devcool is to provide consultancy, implementation, support, management and IT related services including. . .
Item 2.01 Completion of Acquisition or Disposal of Assets
The information in Item 1.01 is hereby incorporated into this Item 2.01.
The information in Item 3.02 of this Form 8-K is incorporated by reference herein.
Item 3.02 Unrecorded Sales of
The information in Item 1.01 is hereby incorporated into this Item 3.02.
In accordance with the share purchase agreement, a portion of the consideration consists of common shares of the company. At
Item 9.01 Financial statements and supporting documents.
Exhibit No. Description of Exhibits 10.1 Share Purchase Agreement, dated
December 10, 2021, among Healthcare Triangle, Inc., Devcool, Inc., Go To Assistance Inc., and Mr. SandeepDeokule. 10.2 Secured Promissory Note date December 10, 202110.3 Security Agreement dated December 10, 2021between Healthcare Triangle, and Go To Assistance Inc.99.1 Press Release 2
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