Item 1.01 Entry into a Material Definitive Agreement.
As previously reported in the Company’s Current Report on Form 8-K filed with the Commission on February 26, 2019, on February 20, 2019, we entered into an Acquisition Agreement with KB Medical Systems, LLC (“KB”) which set forth the preliminary terms and conditions of the proposed acquisition of the assets of KB by Solei Systems, Inc. (“SOLI” or the “Company”) , free and clear of all debts, liabilities and claims of any creditor of or claimant against KB Medical Systems, LLC, except as expressly listed on Schedule “1” or as otherwise agreed by the parties at Closing.
On April 10, in anticipation of the Closing, SOLI formed a wholly-owned subsidiary named CareClix, Inc., a Virginia Corporation. On April 14, 2019, SOLI and its wholly-owned subsidiary, CareClix, Inc.,(collectively “SOLI”), and KB commenced the closing on the Acquisition Agreement and entered into a Bill of Sale, Transfer, Assignment and Hold Harmless Agreement (the “Agreement”) whereby KB transferred, conveyed and assigned to CareClix, Inc. all of the ownership of and rights to the Assets, as listed on Schedule A attached hereto, free and clear of any and all liabilities, claims, debts, taxes, actions, or causes of action existing, relating to or arising out of the Assets; and SOLI accepted and assumed ownership of the Assets in exchange for the consideration delivered to Seller as set forth in the Agreement.
The total Consideration for the transfer of the Assets to CareClix, Inc. shall be $2,000,000, payable as follows:
1. Cash consideration of $1,000,000 to be transferred by SOLI to Seller by wire transfer to the account of Seller as designated by Seller which wire transfer shall be requested immediately upon execution and delivery of this transfer and assignment by Seller; and
2. Unregistered, restricted common shares of Solei Systems, Inc. (“Shares”) having a market value at the date of issue of $1,000,000 based on the five (5) day trailing average closing market bid price for the common stock of Solei Systems, Inc. on the trading market on which such shares are then traded, on the date which is six (6) months after the date of Closing.
3. Closing of the transaction contemplated herein shall be on the date of execution by Seller and the approval of all of the members of Seller and the transfer and assignment of the Assets shall be effective on such date, notwithstanding the deferred delivery of the Shares to Seller as herein provided.
The foregoing is a summary of the terms of the Agreement and is qualified in its entirety by the Agreement attached hereto and incorporated herein as Exhibit 10.1.
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