NOTE 8 – SUBSEQUENT EVENTS On May 2nd, 2023, Provista entered into Share Purchase Agreements with owners of 100% of the outstanding American Laboratory Services, Inc. (ALS), sole owner of NewStar Medical Laboratories LLC (NewStar) based in Kennesaw, GA to acquire all equity in ALS and NewStar. ALS shareholders represent leaders in the medical and business communities in the Atlanta, GA area and southeastern United States. NewStar is a CLIA/COLA-certified lab with over 14 innetwork laboratory service contracts with 7 out of the top 10 medical insurance companies, including Blue Cross & Blue Shield (BCBS), providing toxicology and proprietary specialized patient monitoring and drug drug interaction (DDI) diagnostic tools under the CareView brand to help physicians manage patients. Since closing, H. Swift Services, the largest former shareholder of ALS, has provided over $600,00 in working capital for Provista. Under the terms of the agreement at the Closing • ALS shareholders acquired 52.5% of the common shares of Provista, Todos retains 37.5% and Testing123 retains 10%. • Todos was issued $2,240,000 in Preferred Shares (Preferred), Testing123 was issued $385,000 and H. Swift Services was issued $105,000. • Testing123 and Provista amended its revolving line of credit facility to include NewStar Medical. • Todos maintains full ownership of to its proprietary Videssa, LymPro and TBIA diagnostic tests, and agrees to license to Provista the laboratory. developed test (LDT) rights to its proprietary diagnostic technologies in the United States. Provista agreed to share all relevant data with Todos allow for US FDA and ex-US regulatory submissions for approval as diagnostic test kits. Provista is responsible for all funding needed to launch Videssa, LymPro and TBIA. • Todos retains all revenue from clients prior to the agreement, and from sales representatives that predated the SPA. On May 26, 2023, Todos entered into a Master Supplier Agreement with Natural Partners, Inc. (dba FullScript) for the wholesale distribution of the dietary supplement Tollovid in the United States exclusively for the sale of products to the healthcare, health and wellness professionals. The Company retains full rights to sell through all retain and other non-healthcare, health and wellness wholesale distribution channels in the United States, and through all channels exUS.
