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INPT .02 filing just hit,
Item 1.01. Entry into a Material Definitive Agreement.
On August 26, 2014, Integrated Inpatient Solutions, Inc. (the “Company”), entered into a Share Exchange Agreement (the “Exchange Agreement”) pursuant to which the Company agreed to acquire all of the outstanding capital stock of Integrated Timeshare Solutions, Inc., a Nevada corporation (“ITS”) in exchange for newly issued shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), which were issued to the former stockholders of ITS (the “Exchange”) as described herein. Accordingly, as a result of the Exchange, ITS is now a wholly owned subsidiary of the Company. Upon the execution of the Exchange Agreement, an aggregate of 47,278,938 shares of Common Stock were issued to the former ITS stockholders. If the Company generates a minimum of $7,500,000 in gross revenue from the business of ITS within twelve months of the date of the Exchange Agreement an additional 47,278,938 shares of Common Stock will be issued to the former ITS stockholders and if the Company generates a minimum of $10,000,000 in gross revenue from the business of ITS within eighteen months of the date of the Exchange Agreement a further 47,278,938 shares of Common Stock will be issued to the former ITS stockholders. In sum, if both milestones are met, a total of 141,836,814 shares of Common Stock will be issued to the former ITS stockholders.
Concurrent with the closing of the Exchange (the “Closing Date”), the Company issued a total of 52,245,793 shares to its existing officers as compensation and an additional 4,966,855 shares were issued to an outside service provider in lieu of cash payment for services rendered. Accordingly, the Company currently has a total of 158,503,951 shares of Common Stock issued and outstanding. We have also reserved for issuance 2,500,000 shares of Common Stock which may be issued upon the conversion of shares of our preferred stock (the “Preferred Stock”). The former stockholders of ITS will initially hold 29.37% of our issued and outstanding Common Stock, assuming conversion of all shares of our Preferred Stock.
Also on August 26, 2014, the Company and Osnah Bloom, Dominic Alto, Bradley Scott and Josh M. Bloom entered into a Voting Agreement. Pursuant to the Voting Agreement the four individuals, along with another shareholder of the Company who collectively hold a majority of our outstanding common stock consented to expand the Company’s Board of Directors to five people and elected the following individuals to serve as Directors: Osnah Bloom, Billy A. Bloom, Dominic Alto, Bradley Scott and Josh M. Bloom. Except as detailed below, the Voting Agreement requires, provided that each of the four individuals holds a certain minimum number of shares of our Common Stock (20,000,000 for each of Osnah Bloom, Dominic Alto and Bradley Scott and 4,500,000 shares for Josh M. Bloom), that the four individuals shall vote for an individual designated by each of the others, as well as for an additional individual designated by Osnah Bloom, to serve on the Board of Directors. Osnah Bloom has selected Billy A. Bloom, her ex-husband and a key employee of the Company’s interior design operations, as her additional designee. The Voting Agreement is for a term of three years although in the event that the milestones for issuance of additional shares detailed above are not met, Ms. Bloom’s obligation to vote for the other individuals will terminate although they will continue to be obligated to vote for Ms. Bloom.
The Exchange and the other transactions described above are herein referred to as the “Transactions.”
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