ECGI ECGI Holdings Inc (PK)

Item 2.01 Completion of Acquisition or Disposition of Assets.

On July 8, 2016, Event Cardio Group Inc., a Nevada corporation (the “Company”), acquired all of the outstanding shares of Ambumed, Inc., a Maryland corporation (“Ambumed”), pursuant to a Stock Purchase Agreement dated June 30, 2016 with Richard Oswik and Joseph Hashim (together, the “Shareholders”) of Ambumed (the “Ambumed Stock Purchase Agreement”). The consideration for the acquisition consisted of $1,200,000, of which $600,000 was paid at closing and $600,000 is payable on the first anniversary of the closing, together with two million (2,000,000) restricted shares of the Company’s common stock, of which 500,000 shares were deposited in escrow to satisfy the indemnification obligations of the Shareholders. The number of shares issued to the Shareholders is subject to adjustment if the market price of the common stock for the ten trading days preceding August 1, 2017 is less than $0.25 per share. In connection with the acquisition, as a result of which Ambumed has become a wholly-owned subsidiary of the Company, the Company entered into an employment agreement with Joseph Hashim to serve as Chief Operating Officer of Ambumed until July 31, 2020. Under the employment agreement Mr. Hashim is entitled to an initial salary of $150,000 during the first year ofthe agreement, $200,000 for the second year and $250,000 thereafter, plus a bonus of up to $100,000 commencing in the second year if certain specified performance target are achieved. The agreement also grants Mr. Hashim 3,000,000 restricted shares of the Company’s common stock, subject to specified vesting criteria, plus options to purchase on or before July 31, 2020 up to an additional 1,000,000 shares of the Company’s common stock at an initial exercise price of $0.15 per share, subject to adjustment for certain anti-dilution events, such as stock splits and upon the occurrence of fundamental transactions such as mergers and other business combinations.

Ambumed provides electrocardiography support services designed specifically for physicians, hospitals, scanning services and home health care agencies, including a 24-hour/day ECG monitoring center, under the name National Cardiac Monitoring Center.