Current Report Filing (8-k)
March 25 2020 - 6:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 19, 2020
Streamline
Health Solutions, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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0-28132
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31-1455414
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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11800 Amber Park Drive, Suite 125
Alpharetta, GA 30009
(Address of principal executive offices) (Zip
Code)
Registrant’s
telephone number, including area code: (888) 997-8732
Securities
registered or to be registered pursuant to Section 12(b) of the Act.
Title
of each class
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Trading
Symbol
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Name
of each exchange on which registered
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Common
Stock, $0.01 par value
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STRM
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The
NASDAQ Capital Market
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
1.01 Entry into a Material Definitive Agreement.
On
March 19, 2020, Streamline Health Solutions, Inc. (the “Company”), entered into a Master Services Agreement (the “MSA”)
with 180 Consulting, LLC (“180”), pursuant to which 180 will provide a variety of services including product management,
internal systems platform integration and software engineering services, among others, through separate statements of work (“SOWs”).
On March 19, 2020, the Company entered into three SOWs under the MSA and has contracted to enter into two more SOWs within sixty
(60) days of the date of entry into the MSA, the terms and conditions of such SOWs to be determined.
The
term of the MSA is indefinite from the March 19, 2020 effective date, with the ability of either the Company or 180 to terminate
the MSA for any reason without penalty with ninety (90) days advance written notice. Each SOWs term expires upon completion of
the services contemplated under the respective SOW, unless earlier terminated pursuant to the terms of the MSA. The MSA includes
both cash and equity compensation to 180 for the aforementioned services. The Company intends to issue the equity portion of the
compensation under that certain registration statement on Form S-3 filed with the U.S. Securities and Exchange Commission on September
12, 2019.
The
foregoing description of the MSA and SOWs is a summary only and is qualified by reference to the full text of the MSA and SOWs.
The MSA is attached hereto as Exhibit 10.1 and the SOWs are attached hereto as Exhibits 10.2, 10.3 and 10.4, and are incorporated
herein by reference.
Exhibit
Number
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Description
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10.1
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Master Services Agreement, effective March 19, 2020, by and between Streamline Health Solutions, Inc. and 180 Consulting, LLC*
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10.2
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Statement of Work #1 by and between Streamline Health Solutions, Inc. and 180 Consulting, LLC*
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10.3
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Statement of Work #2 by and between Streamline Health Solutions, Inc. and 180 Consulting, LLC*
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10.4
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Statement of Work #3 by and between Streamline Health Solutions, Inc. and 180 Consulting, LLC*
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*
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Certain
portions of the exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv) because they are both (i) not material
to investors and (ii) likely to cause competitive harm to the Company if publicly disclosed.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Streamline
Health Solutions, Inc.
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Date:
March 24, 2020
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By:
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/s/
Thomas J. Gibson
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Name:
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Thomas
J. Gibson
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Title:
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Chief
Financial Officer
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