GrocerIQ Holdings Inc (GRIQ)

[ktcougar]

All this is from the last Q posted in May.
https://www.otcmarkets.com/file/company/financial-report/466385/content


Old SOLI holders are Virtual Health Holdings Inc.(VHHI) mentioned below.

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.

Old SOLI and Vezbi holders are supposedly "waiting" for a SPAC to take over ownership.

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.

As of December 2024, old SOLI holders are no longer subsidiaries of WPFH which is why our shares wasn't affected by the latest R/S. We are in a trust waiting to be taken over by a SPAC which I doubt will ever happen.

In November 2023, the Company agreed to acquire all of the stock of Virtual Health Holdings, Inc. (VHHI). Under the terms of the agreement, modified and amended in the first calendar quarter of 2024, the Company agreed to issue 7 million common shares for the acquisition of VHHI which shares were finally issued by the Company transfer agent on July 26, 2024, in the amount of 700,000,728 shares due to rounding up and were issued proportionately to the shareholders of VHHI. In order to comply with the terms of a proposed acquisition of VHHI and Vezbi, which was then pending, the shares of those two subsidiaries were spun off by the Issuer to the WPFH Interim Trust in December 2024 and the Issuer entered into an agreement to acquire GrocerIQ, AI, Inc. The Issuer then completed that acquisition in February 2025, changed its corporate name to GrocerIQ Holdings, Inc. and no longer has any interest in VHHI or Vezbi.

KT