Wonder if that affects holders of the old SOLI since it's been put into a separate trust? There has been nothing said on the supposed spin off into a SPAC since December. I'm assuming that's dead and old SOLI holders will get reversed again and remain in WPFH trust limbo! As for the ones who haven't received their shares yet are they subject to holding 18 months after receiving shares? It continues to be a cluster f#cK. From the last Q report:
In February 2024, the Issuer completed the acquisition of Virtual Health Holdings, Inc., subject to the issuance of the 7,000,000 common shares of WPFH, as the consideration. In July 2024, a total of 7.000,734 common shares were issued for the VHHI acquisition, with the extra 734 shares reflecting rounding up of fractional shares. As part of the acquisition of ownership of VHHI, the acquisition agreement provided that all of the common shares of the Company to be issued to VHHI
shareholders would be issued without registration and also would be issued with a contractually agreed transfer restrictions that the shares could not be traded for a period of 18 months from the date of actual issue to the VHHI shareholders. and thereafter at the rate of 10 percent of the shares held by a shareholder for each calendar quarter. This provision was included as a counterpart to the similar restriction agreed to by Vezbi shareholders so that no new VHHI shareholders
acquiring Company shares could sell a disproportionate part of their share ownership and as a result drive the trading price of the thinly traded stock down, to the detriment of all shareholders, while the business and revenues of Vezbi and VHHI could be grown to support more liquidity.
1. A Term Sheet was executed in October 2024 with the target SPAC under which the SPAC would issue 100 million of its common shares, representing 92+% of the resulting shares outstanding, to the shareholders of the Company in proportion to their ownership in the Company in exchange for ownership of VHHI and Vezbi, which would become wholly owned subsidiaries of the SPAC as a result. At closing, the SPAC would be current on its SEC filings, have its common shares listed for trading on the Nasdaq stock market, would provide interim bridge funding to the operating subsidiaries and would have not less than $10 million in working capital, among other conditions.
2. The Company then spun off VHHI and Vezbi to an interim trust for the benefit of the Company shareholder in December 2024 to then be transferred to the SPAC when the SPAC was able to complete all of the conditions to closing and meet all of the regulatory and compliance requirements. That trust, the WPFH Interim Trust, was created by the Company in December 2024 and ownership of VHHI and Vezbi was transferred to the WPFH Interim Trust, as previously announced on December 16, 2024.
3. The Term Sheet of October 2024 with the SPAC terminated automatically on December 30, 2024 by its terms after two automatic extensions; however, the Company continued to work with the SPAC toward the eventual closing of the acquisition when the SPAC was able to meet the closing conditions and regulatory requirements. In addition, the Company began exploring other alternatives to reaching a similar result, which efforts are continuing.
AI
