Healthcare Solutions Mgmt. Group Inc. (HSMD)

[Prudent Capitalist]

Nothing positive IMO. It means that anyone currently holding VRTY shares will not end up with much, if anything, once the merger is consummated. 90% of the equity in the resulting company will go to the new entity (HSH), with 9% going to the receiver, Robert Stevens and his group, leaving only 1% for everyone else, i.e. all current holders of VRTY shares. Not to mention the 1-for-200 Reverse Split in the filing(s).

The aggregate Merger consideration to be paid to the holders of the HSH common stock at the effective time of the Merger will be an aggregate number of shares of the Company’s common stock constituting 90% of the issued and outstanding shares of Company common stock immediately following the closing.

At the effective time of the Merger, each share of HSH common stock issued and outstanding immediately prior to the effective time (other than shares canceled as provided in the Merger Agreement, if any), will be converted into shares of Company common stock, at an exchange ratio as required to cause the number of shares of Company common stock issued to the holders of the HSH common stock to be 90% of the issued and outstanding shares of the Company common stock immediately following the closing, which is currently expected to result in an exchange ratio of 127.33306 shares of Company common stock per share of HSH common stock (as ultimately so determined, the “Exchange Ratio”), with any fractional shares of Company common stock being rounded to the nearest whole share of Company common stock. The Exchange Ratio will be finally determined by the parties to the Merger Agreement prior to the closing.

As consideration for the services of Robert Stevens and his team, for acting as the court-appointed receiver for the Company and its predecessor and affiliated entities, and pursuant the Merger Agreement, the Company agreed to issue to certain parties as directed by Mr. Stevens, shares of Company common stock equal to 90% of the issued and outstanding shares of Company common stock prior to the closing, which will therefore constitute 9% of the issued and outstanding shares of Company common stock immediately following the closing (the “Receiver Shares”).