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We have hit the longest stretch of consecutive days with 0 trading volume.
Certificate of Designation / Stock Change
Any way to see the details?
I click on the "view" but no document appears.
Ouch...SP certainly did not stick.
Seems they released today's fluff to try and cushion some dilution.
Get some cheapies for a flip.
Shareholders are being treated like mushrooms.
Kept in the dark, left uninformed and fed manure. The manure being uplisting news from 2 years ago...revenues of Millions (2 years ago), and 4.0 being released with fabulous upgrades and thousands of deals.
I had seen that study but thought it was not a sponsored trial by ENDV.
The doctors are not part of the ENDV advisor team. ENDV does not have their name attached to the study either.
Is this something Ira has initiated as part of his new role?
You have to call your broker and they can liquidate it for you.
There is dilutive debt tied to this shell. Nobody is going to take it over with the debt hanging over their head. Plenty of other shells to choose from.
Has anyone really looked through the YSO website?
I went to the Your Social Offers website. From the main screen I typed "restaurant" in the search box.
It returned many expired deals.
If the coupon is expired, it should be removed from the website. I was seeing expired deals from 2021.
Meant to say only 15 in each group. 60 in total for the overall study.
Here are preliminary results from a study not sponsored by Endonovo but uses the Sofpulse.
Results not so great for Sofpulse unfortunately.
Looking at the VAS scores, the results don't align as you think they should.
Only 15 people analyzed. So low!!!
https://clinicaltrials.gov/ct2/history/NCT03360214?V_7&embedded=true
It is out.
Collier gifted himself $550k via stock bonus in addition to his salary. SMH
This shell may not be attractive to activate anymore since Miro was not able to negotiate with the past lender. Whoever takes over this shell acquires the debt obligation also.
It is interesting but taking them a long time to advance with their revised/updated model.
Wonder what the big selloff today was about.
Maybe PNNX now realizes this platform is a flop without an app and is now withholding advertising until an app is released?
Now we wait for more months! Zzzzzzz
Transfer agent name updated yesterday on OTC Markets.
Very minor adjustment but shows continued updates here.
Transfer Agent(s) Added:
Pacific Stock Transfer Co. (a Securitize Company)(Good Standing, Public)
Transfer Agent(s) Removed:
Pacific Stock Transfer Co.(Good Standing, Public)
Exactly.
I was thinking that perhaps they were waiting for the 4.0 release to open the floodgates of advertising. It has been crickets after the PR.
Why are they not using their own social media?
Can anyone provide insight as to why the company is being so quiet?
Don't forget....a basic website with hardly any vendors advertising specials.
I was expecting to see an explosion of deals with the revealing of 4.0.
Slim pickings.
Endonovo Announces Partnership with Santana Lead Singer Andy Vargas
Los Angeles, CA, April 10, 2023 (GLOBE NEWSWIRE) -- Endonovo Therapeutics Inc (OTCQB: ENDV) -- a pioneer in bioelectronic medical devices -- announced today its partnership with world-renowned musician and philanthropist, Andy Vargas, and his wife, Nicole Vargas, to promote its innovative non-opioid pain relief technology, SofPulse® PEMF (Pulsed Electro Magnetic Frequency) device.
The partnership with Vargas will provide the Company with peer-to-peer and referral marketing reviews of SofPulse® aimed at reaching patients and consumers worldwide who suffer from pain and opioid addiction.
Vargas’ influence and dedication in the musical industry is the embodiment of the type of social, online, affiliate marketer and influencer Endonovo is partnering with to further their direct to consumer sales and marketing efforts.
Santana and Current Career Highlights
Over the past two decades, Vargas has served as lead singer for the rock band Santana. Additionally, he has career accomplishments that include: founding the Andy Vargas Foundation (AVF) to assist disadvantaged youth’s entering the music industry and co-founding Latino music label Malaspalabras Records with entertainment icon, George Lopez.
Andy’s energy and excitement are a crucial contribution to the success of Santana’s multi-year residency at the House of Blues in Las Vegas and scheduled tours where they celebrate Santana's career-spanning hits from yesterday to today and tomorrow.
Vargas, as a musical icon in his own right, has worked and recorded with music industry legends such as Patti Labelle, Enrique Iglesias, The Black-Eyed Peas and Herby Hancock. Throughout his musical career he has represented the future of music creativity and industry intellect for the next generation. As a big believer in the healing power of music, he is constantly looking for ways to help musicians that struggle with physical and emotional challenges that may hinder their performance and career longevity.
Latino Based Music Company
Malaspalabras Records (MPR), a record label and cultural movement, was co-founded by legendary comedian and performer George Lopez and Vargas. The music label was developed through the help of 800 Pound Gorilla Records and Warner Music to help artists keep ownership of their music and take a step beyond the ordinary label distribution model by infusing their launches with creative, organized and influential digital marketing strategies.
Andy Vargas Foundation (AVF)
In 2015, Vargas founded The Andy Vargas Foundation (AVF), a non-profit organization that inspires, educates, and mentors underserved youth who aspire to have a career in the music industry. The AVF provides free community programs-- including a Music Conservatory, Music Composition & Production Academy-- and college scholarships. Endonovo, through its partnership with Vargas, can support the AVF mission and values through philanthropic initiatives and donations to foundation members facing invasive surgeries.
“Our association with Vargas allows Endonovo to work with AVF to not only promote the SofPulse® device, but to also support music education and underserved youth,” according to Ira Weisberg, Endonovo’s Medical Division President.
Weisberg also said: “ Vargas' deep ties to the music industry and his commitment to philanthropy, represent a unique opportunity for Endonovo to collaborate with him to spread the word about the benefits of SofPulse® and make a positive impact in communities around the world.”
SofPulse® Direct to Consumer Initiatives
Endonovo’s Medical Division is actively developing a robust telehealth platform to support SofPulse® direct to consumer sales and marketing initiatives. Vargas, with deep ties through social media and other online reviews, is a valuable online influencer to reach fans, patients and consumers in all walks of life that are suffering from pain and opioid addiction.
Weisberg concluded: "We are honored to add Andy Vargas and his wife, Nicole, as brand endorsers and social media influencers of our SofPulse® device. Our partnership with Andy reflects Endonovo's commitment to advancing bioelectronic medicine and improving the quality of life for individuals across various industries, including the music industry. With this collaboration, Endonovo aims to showcase the efficacy and benefits of PEMF therapy for music performance and recovery.”
SofPulse® New Brand Ambassador
The announcement of Andy Vargas as a global brand ambassador for the company’s line of non-invasive pain and inflammation reduction treatments will allow him to bring awareness of the benefits of PEMF therapy to fans, business associates and consumers through the music industry and other social media outlets. Vargas plans to use SofPulse® to recover from musical performances and to improve his mental and physical recovery from his personal training and workouts as a kickboxer.
“My sobriety is one of the most important aspects of my life,” Vargas often says. He continued: “SofPulse® PEMF device checks all the boxes I believe in. A reduction in opioid use will benefit the entire world. As an avid kickboxer, I look forward to exploring how Sofpulse® can benefit my knees and recovery from training. See: #teamsofpulse,” commented Vargas.
Vargas’s wife, Nicole, was also added as a brand ambassador for Sofpulse®. Nicole is a personal trainer and nutrition coach certified through The National Academy of Sports Medicine. As a go-to fitness and wellness coach with experience and education in holistic living, fitness, and recovery; her passion is to help clients become mentally and physically fit and creating a healthy lifestyle.
Nicole commented: “I am very excited to share my journey with everyone by providing them with my experiences using Sofpluse®. See: #sharemyjourney.”
This is another example of "talk" that has not panned out either.
When is this revenue supposed to start?
Pennexx's Your Social Offers (YSO) to provide cash-back rewards and benefits to +30,000 active members of Relationship 2.0, Inc. via a joint marketing agreement which is expected to produce revenues of 1.5 million dollars annually for YSO.
Good luck getting an answer from her. She is too busy doing tax returns for the elderly in South FL.
AHIX probably needs a new attorney letter to be posted. They have been following up the 10K with the letter for the past few years.
Why were you once bullish on this so called hijacked shell if hijacked shells are a scam?
New attorney letter posted on OTC Markets.
I have usually only seen attorney letters get posted when a company was not current and that is the last step to gain current status.
Since PNNX was already current could this mean the uplist to a higher OTC exchange (QB) be coming soon?
The phone number on OTC Markets changed from Vince's cell phone to a 866 number today.
Another positive...whenever there is a Bid dump in the low 5s...someone paints the Ask with a low purchase to not make the SP appear so low.
Canada
ENDV filed for an extension to releasing their Annual financials.
Up to 15 more days until the release.
I'll be happy when this comes to fruition....
"Pennexx Has Completed an Agreement Estimated to Bring the Company Millions in Revenues Over the Course of Its Three-Year Term"
Good update.
Moving along.
The difficult part is the transition from the last posted Q from the Chinese company. Getting the first Q completed after the Chinese company abandoned it is where the difficult work is. You have to be able to provide details of why and how things are changing. Some investigating has to be done and maybe even contacting someone from the previous company for info.
Once that one is complete and you have a transition Q, then it can be basically a copy/paste of the same info. up until the current time.
But he does have rich friends and business contacts. He even talks about one based in MX in the FB interview.
The economy has shifted since he took over the shell. Things will develop in due time.
He has no history of fraud or deceit.
Delays and taking time for a new business venture is not fraud.
Patience is needed and is something most OTC investors/traders do not have.
Kareem Mansour runs SSM.
Are you saying that is a pseudonym for Cooley?
Cooley is running Krisa Management.
The 2 companies worked together on deals but supposedly not anymore.
You have any dirt Kareem?
SSM and Krisa did seem to both go dark at the same time.
Go to Facebook.
Search "camara de empresarios latinos de Houston"
Look for post on March 22.
Hope you understand Spanish. Is an interview in Spanish.
It is not about Gold Quest Capital but he does mention the company and website at the end of the interview.
Miguel participated in an interview recently and he mentioned Gold Quest Capital and spelled out the website address for people to visit.
Endonovo Announces Binding Letter of Intent to Sell SofPulse® Assets to Spin-Off Company
Los Angeles, CA, March 29, 2023 (GLOBE NEWSWIRE) -- Endonovo Therapeutics Inc. (OTCQB: ENDV) today announced a binding Letter of Intent (LOI) to spin off its current medical device division to an entity controlled by Ira Weisberg, who will be the future President and CEO of a newly formed publicly-traded Delaware company, tentatively named SofPulse, Inc.
As a condition of the executed LOI and to establish fair market value for the completion of the acquisition, SofPulse® assets and Intellectual Property (IP) are currently being evaluated by Ocean Tomo, a part of JS Held. This acquisition is subject to the successful completion of due diligence, negotiation and execution of a definitive purchase agreement as well as receipt of all necessary regulatory approvals.
Ocean Tomo Valuation to Set Market Value for Spin-Off
As previously announced, Endonovo hired Ocean Tomo to value its medical IP assets for an anticipated Spin-Off. The fairness opinion report will be used in SEC filings and will include opinions on the current Fair Market Value (FMV) and purchase price of the assets. Endonovo will retain its non-medical PEMF assets and the future telehealth division. Ocean Tomo is a leading provider of expert opinion and consulting services for IP and intangible assets.
The last valuation report issued for Endonovo’s SofPulse® IP and assets, completed in 2018, stated that these assets were worth $75 million. Upon completion of the current Ocean Tomo valuation, Ira Weisberg, president of the medical device division, has previously stated that he believes that SofPulse, Inc. will have a pre-money valuation in excess of $50 million.
Endonovo’s existing mergers & acquisitions (M&A) division and to be formed Pulsed Electro Magnetic Frequency (PEMF) non-medical division will focus on mergers and acquisitions strategy and commercialization of the human non-medical PEMF assets. Current shareholders of Endonovo will not have their ownership in Endonovo affected by the Spin-Off and will have a to be determined interest in the spun-off entity.
SofPulse, Inc. to Move Forward with Commercialization of SofPulse® Assets
SofPulse, Inc. is set to expand its sales and marketing programs to promote the SofPulse® portfolio of commercial and clinical-stage wearable therapeutic devices and IP. The acquisition of Endonovo’s SofPulse® assets and IP aligns with SofPulse, Inc.'s growth plans to provide targeted non-invasive pain and edema reduction while mitigating the risks of addiction and dependence on opioids while accelerating recovery in surgical patients.
SofPulse, Inc. plans to continue its focus on bringing PEMF technology to the global pain management market. It will also expand on current initiatives with the Department of Defense, the VA and other surgical and pain management markets. With Weisberg’s proven expertise of over 25 years of success in the medical industry, SofPulse, Inc. aims to revolutionize pain management and continue to improve patient outcomes.
Weisberg stated with the announcement: “The acquisition aligns with our mission to provide innovative solutions that improve patient outcomes and support the medical community. With our sales and marketing initiatives along with resources in both domestic and international markets, we are confident that we can continue to build on the success of SofPulse®.”
Weisberg to Lead SofPulse, Inc. and Plans to Become NASDAQ Listed
A proposed move to NASDAQ is expected to increase the company's exposure as part of a coordinated plan to solidify its position as a leader in the medical industry. Towards that end, Weisberg is assembling a team with extensive experience in the medical device industry to take SofPulse® to the next level and expand its offerings. Weisberg has previously stated that the new company aims to increase sales to more than $100 million by 2024 through aggressive sales and marketing initiatives.
About Endonovo Therapeutics, Inc.
Endonovo Therapeutics is currently structured into two divisions: Legacy – a commercial-stage developer primarily of noninvasive wearable Electroceuticals® therapeutic devices for pain relief, general wellness and wound curatives with many of its products marketed under the SofPulse® brand name; and its Build Up Strategy – acquiring complementary specialty service providers in the construction industry.
I took a peek at the Finra Equity Short Interest report that is released every 2 weeks. The volume has been so anemic that even the MMs took longer than 1 day to cover some short positions. The avg to cover is 1 day but I saw 1.65 and 2.74 for 2 particular report cycles.
It was not obviously in his plan in the past. Referring to something not happening in the past is irrelevant to his current and future plan.
If he had said he wanted to have a bank 22 years ago....then you would have an argument.
EXHIBIT B
DESCRIPTION OF ACQUIRED TECHNOLOGY
Shortwave diathermy medical devices which apply to the body electromagnetic energy at a radio frequency (RF) of 27.12 MHz for the treatment of human medical conditions. The human non-medical shall be retained by Seller at Closing through an exclusive non-royalty bearing license.
Exhibit A is a listing of all the patent numbers. You will need to view the document online.
Exhibit 10.1
PEMF HOLDINGS, LLC
2302 Harpers Crossing
Langhorne, PA 19047
March 23, 2023
Alan Collier, CEO
Endonovo Therapeutics, Inc.
6320 Canoga Avenue, 15th Floor
Woodland Hills, CA 91367
Subject: Purchase of SofPulse, Inc.
Dear Mr. Collier:
This Letter of Intent (“LOI”) is a firm commitment to purchase all the common shares of stock of SofPulse, Inc. (the “Company”), a Delaware corporation and a wholly owned subsidiary of Endonovo Therapeutics, Inc., a Delaware corporation (“ENDV”). Based on these agreed to terms the purchase the shares of the Company shall be completed with completion of and full execution of a Definitive Purchase Agreement. This document outlines the commitment by PEMF HOLDINGS, LLC., a Delaware limited liability company (“Buyer”) with respect to the purchase (“Transaction”) of all of the shares of the Company from ENDV which is also sometimes referred to as the “Seller” on the following terms:
1. Structure of Transaction.
The Buyer or its affiliated entity set up for the Transaction shall acquire all of the shares of the Company which at the time of the Closing will have, in general terms, the assets set forth herein including, but not limited to all, accounts receivable, inventory , machinery, equipment, cash, cash equivalents, loss carry forwards, marketable securities, engineering data, databases, systems, designs, computer hardware and software, records, work in process, contracts, contract backlog, intellectual property and know-how, company name, all brand names, operating and equipment leases, licenses, leasehold improvements, permits, franchises, Intellectual Property (such as, but not limited to patents, as listed in Exhibit A, and licensing agreements and all other intangible and all tangible property (except for real estate assets and profits (cash) not distributed etc.) (the “Business”). The list of assets provided in Exhibit A will be confirmed and, if necessary, be updated in the Definitive Agreement. The acquired Pulsed Electromagnetic Field (PEMF) technology is defined in Exhibit B.
Page 1 of 11
a.Buyer shall not assume any liabilities of Seller except those expressly set forth in the following sections 1.a.i through 1.a.vi. The following liabilities of the Seller shall be assumed by the Buyer
i.Buyer shall assume those contracts with independent third parties (which Seller hereby represents and warrants are transferable) and customer/client contracts that were incurred in the ordinary course of business for goods and services (excluding professional, banking and other such services) required to conduct the business of the Company consistent with its historical practice. This is inclusive of the material agreements that provide reoccurring revenue to Seller) prior to Closing. ii.Buyer shall assume or make comparable arrangements with respect to employee payroll and benefit obligations, except for Seller’s personal employee related obligations. iii.Acceptance of all employees offered by Buyer of new employment agreements and terms. iv.Buyer shall assume the trade accounts payables of the Seller. v.Buyer shall assume only contingent customer liabilities known at the time of Closing including liabilities and refunds and provided in writing by the Seller vi.Prior to the Closing, Buyer shall be responsible for complying with any regulation, order or request from any state or federal government agency as well as the liability for the payment of refunds, fines or penalties imposed by these agencies for a period of twelve (12) months from the date of Closing for any acts of non-compliance performed prior to the Closing
The foregoing assumption of warranty, contract, employee obligations, and trade accounts payable contingent liabilities, state mandated requests or orders is expressly subject to results of Buyer’s due diligence with respect thereto. If, during due diligence, significant potential liability of Seller is discovered by Buyer, the parties agree to negotiate an appropriate amount of the purchase price (“Holdback Amount”) sufficient to protect the Buyer to be held in escrow for a period to be determined through due diligence.
All other liabilities of the Seller (contingent or otherwise) shall remain obligations of Seller.
2. Purchase Price. The agreed upon n purchase price for all the assets, described above is the valuation amount in US dollars in provided in the Fairness Valuation Report being developed by Ocean Tomo (expected range should between $50 and $100 million dollars) the senior notes with Eagle Equities (the “Senior Notes”), if they haven’t paid prior to Closing.
3. Payment of Purchase Price. The Purchase Price shall include:
i.CASH: Paid in United States funds via wire transfer at the Closing or in marketable securities of SofPulse, Inc., after SofPulse. Inc is NASDAQ listed or similar listed exchange, less any Holdback Amount negotiated between the parties as a result of the discovery of any potential Seller liability per section 1 of this Agreement along with the “Senior notes” which will be assigned the Buyer if not already redeemed prior ii.Holdback Amount, if applicable, will be payable at the earlier of either a) the conclusion of the negotiated term of such amount, or b) the satisfaction or elimination of the related liability for which the Holdback Amount was withheld.
Page 2 of 11
5. Non-Compete Agreements. As a condition to the Closing of the Transaction, Sellers shall enter into usual and customary five (5) year non-compete agreements covering the United States and any other jurisdiction that Buyer finds during its due diligence that Seller either operates in or may operate in the future with respect to the Business.
6. Keymen and Other Arrangements.
A condition to the Closing of the Transaction is Buyer’s ability to enter into a one-year management consulting contract to provide transitionary services with Alan Collier providing for compensation of no less than $240,000. In addition, Collier shall have super voting preferred shares that allow him to control 51% of the vote in all matters voted on by shareholders which shares that will be canceled at the payment of the purchase price as delineated in Section 3. Such preferred shares shall remain outstanding until the cash portion of the purchase price has been delivered to ENDV and the securities issued by Buyer may be distributed to ENDV shareholders as marketable securities suitable for deposit at a securities broker and sale by them in market transactions.
Additionally, Buyer will identify certain current employees of the Business to be designated by the Buyer as “key” for similar positions on similar terms of employment and/or assume current agreements.
Buyer and Seller shall agree on timing and content of disclosure of the Transaction to employees of the Company.
7. Further Conditions to Closing. Closing of the Transaction is also subject to the following conditions:
i.The Assets shall be free and clear of all liens and encumbrances and Buyer shall receive good and marketable title thereto or any lien shall be satisfied at Closing. ii.At the Closing date of the Transaction, the financial condition of the Seller, including, but not limited to, assets and liabilities of the Seller, shall be as set forth in the financial statements except for changes arising as a result of the conduct of the Company’s business in its ordinary course since January 18, 2023, and consistent with its historical practices, has not materially changed. Seller shall not give any new or special discounts or pricing on inventory or accounts receivable without prior written consent of Buyer. iii.All taxes due and payable by the Company have been fully paid, without regard to any deferral by reason of extension, payment programs, or any other reason, shall have been paid in full; iv.There shall have been no material adverse changes (MAC), events or developments affecting the Company or the Seller; v.Buyer shall have received financing under terms acceptable to Buyer to complete the Transaction; vi.All state, local and other governmental approvals and all other consents or approvals of any third parties inclusive but not limited to existing landlord/leasing arrangements necessary to complete the Transaction shall have been received; and
Page 3 of 11
vii.Seller shall provide usual and customary representations, warranties, covenants and indemnification of obligations (to be defined in the Purchase Agreement). viii.Seller shall disclose to Buyer any existing, pending or threatened litigation that the Company is or potentially involved in, including but not limited to by customers, vendors, employees and third parties, as well as any existing, pending, or threatened inquiry, investigation or action from any state or federal government authority as any such actions affect the amount of Seller liability (hereinafter referred as “Known Liabilities”). Said disclosure shall include copies of all correspondence, sent and received, whether by letter or electronically, and a status report of each issue.
8. Due Diligence. The Buyer’s willingness to proceed with this transaction is subject to completion of Due Diligence in form and substance satisfactory to Buyer in its sole and absolute discretion. Due Diligence may continue and be amended or expanded as Buyer sees as necessary through to the date of Closing of the Transaction and results of its confirmatory business, financial and legal due diligence. The Parties agree to cooperate with each other in a prompt and timely fashion in connection with the completion of the due diligence process. Seller shall permit representatives of the Buyer to have full access at all reasonable times, and in a manner so as not to interfere with the normal business operations of Seller, to all customers, suppliers, premises, properties, personnel, books, records, contracts and documents of or pertaining to Seller or the Business. Such representatives shall be permitted to make copies and extracts from such documents.
9. Conduct of Business. During the Due Diligence process and prior to Closing of the Transaction, Seller shall:
i.Maintain the operations and goodwill of the business and the Seller, shall use its reasonable best efforts to retain the services of present officers and employees and contractors, and continue their relationships with persons having business dealings with Seller; ii.Use its reasonable best efforts to maintain all of the Assets in their current condition, ordinary wear and tear excepted, and insurance on all of the Assets in such amounts and of such kinds comparable to that in effect on the date of this letter; and iii.maintain the books, accounts and records of Seller consistent with past practices, including recognition of revenues and expenses, continue to collect accounts receivable and pay accounts payable utilizing normal procedures and without discontinuing or accelerating payment of such accounts and comply with all contractual and other obligations applicable to the Seller; iv.not, without the Buyer’s consent, which shall not be unreasonably withheld, make any change to, or otherwise amend in any way, the contracts with, salaries, wages or other compensation of, any officer, director, employee, contractor, agent or other similar representative of Seller (including any increase in any benefits or benefit plan costs or any change in any bonus, insurance, pension, compensation or other benefit plan);
Page 4 of 11
v.Not hire any officer, director, employee, agent or other similar representative of Seller except non-management level employees hired in the normal course of business without the consent of the Buyer which consent shall not be unreasonably withheld; vi.Not incur any indebtedness for borrowed money and not pledge, grant liens or security interests in any of the Assets without the consent of the Buyer which consent shall not be unreasonably withheld; vii.Not sell, transfer or dispose of any Assets except for sales of equipment in the ordinary course of business.
10. No Solicitation/No Shop. There will be a No Solicitation/No Shop requirement for 180 days past the signing of this agreement. Within said time period Buyer and Seller will act in good faith to negotiate and execute a definitive purchase agreement which shall contain among other items but not limited to the outstanding contingencies outlined in this Letter of Intent. For sake of clarity, A No Solicitation/No Shop requirement is defined as the Seller, nor shall the members, directors, officers, contractors, agents or representatives of the Company encourage, facilitate, solicit, authorize the solicitation of, or enter into any discussion with any third party (including the provision of any information to a third party) concerning any offer or possible offer from any such third party or enter into any agreement or understanding of any kind to purchase, lease, or otherwise acquire all or a substantial portion of the Assets, the business or any capital stock of the Seller until this Transaction is closed or this Agreement is terminated by either party.
PURCHASE AGREEMENT: The Definitive Purchase and Sale Agreement shall be drafted by Buyer’s attorneys.
11. Expenses. The Buyer and Sellers each shall be responsible for the payment of its own expenses and professional fees incurred in connection with the negotiation and consummation for the transaction described herein.
12. Confidentiality. No disclosure of the transaction terms described herein (other than to the advisors and consultants of the Buyer and Sellers) shall be made without the approval of both parties, except as required by law. The Buyer has the right to disclose details of the transaction in a press release. Prior to discloser, the Seller will have the right review and accept discloser, approval will not be unreasonably withheld.
13. Broker Fee. The Buyer and Seller acknowledge that each shall be solely responsible for any broker fees or expenses they incur.
14. Closing Date. Subject to Sellers’ performance of its obligations set forth in this letter and Buyer’s ability to undertake and complete such actions as are necessary to affect the Transactions contemplated by this letter, Buyer estimates to close the funding of the Transaction on or before September 27, 2023 subject to financing and regulatory requirements.
Page 5 of 11
15. Miscellaneous.
The Definitive Agreement shall be construed under the laws of the State of California in the venue of the County of Los Angeles as such laws are applied to contracts executed, delivered and to be entirely performed within such jurisdiction. In case of a dispute the prevailing party shall be entitled to all of its reasonable legal fees and costs. All disputes shall be resolved through binding arbitration. The Definitive Agreement contains the entire agreement between the parties and supersedes all prior and contemporaneous agreements, representations and understandings (either oral or written) of the parties. No modification, amendment, supplement or waiver of any of the provisions of this Letter of Intent shall be effective unless in writing specifically referring hereto and executed by both parties.
If the above accurately sets forth your understanding of our mutual intentions, please so indicate by signing a copy of this letter of intent in the space provided below and returning it to the Buyer no later than March 28, 2023
Very truly yours, [Buyer] PEMF HOLDINGS, LLC /s/ Ira Weisberg By:IRA WEISBERG, SOLE MANAGING MEMBER, AGREED & ACCEPTED: this day of March 28, 2023 [Seller] ENDONOVO THERAPEUTICS, INC. /s/ Alan Coliier BY:ALAN COLLIER, CEO
8K released today.
Item 1.01 Entry into a Material Definitive Agreement.
On March 28, 2023, Endonovo Therapeutics, Inc. (“we”, “us” or the “Company”) entered into a binding letter of intent (the “LOI”) with PEMF Holdings, LLC, a Delaware limited liability company controlled by Ira Weisberg, who is presently a consultant to the Company operating its medical device operations, relating to the spin-off of our subsidiary, SofPulse, Inc. (the “Spin-Off”) While the parties intend to enter into a more formal agreement, they have agreed that the purchase price is expected to be from $50,000,000 to $100,000,000 and equal to the value of SofPulse, Inc.’s assets as determined by a valuation thereof by Ocean Tomo. At the time of the completion of the Spin-Off, SofPulse, Inc. will own all necessary intellectual property for the medical application of our PEMF technology and all related assets including inventories while we will retain rights to the human non-medical and telehealth markets. Until the completion of the Spin-Off, which will require, among other things, the entry into a formal detailed agreement containing full sets of representations and warranties typical of agreements of this type and the filing with the Securities and Exchange Commission and effectiveness of a Registration Statement on Form S-1, Alan Collier, our CEO will own super voting preferred stock in SofPulse, Inc. which will give him voting control of the company and Collier will release these shares upon completion of the purchase. We anticipate that the completion of the Spin-Off will take approximately six months, although no assurance can be given as to any particular time frame.
Thanks for the update.
Hope they discuss a strategy of better communications. <grin>