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

 

Solei Systems, Inc.

(Exact name of registrant as specified in its charter)

 

Florida   000-55987   20-1801530
(state or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification Number)

 

206 N. Washington Street, Suite 100, Alexandria, VA 22314

 

(address of principal executive offices) (zip code)  

 

(844) 726-6965

 

(registrant’s telephone number, including area code)

 

 _________________________________________

 

(former name or former address, if changed since last report)

 

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 (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: None

 

     
Title of each Class Trading Symbol Name of each exchange on which registered
N/A N/A N/A
     

 

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 x

 

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. x

 

 
 

 

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On March 25, 2020, the Company issued a press release to announce plans to change our name from Solei Systems, Inc. to CareClix Holdings, Inc.

 

The CareClix brand is already closely associated with the telemedicine industry through our wholly owned subsidiary, CareClix, Inc. Management believes the CareClix name has greater name recognition which is an important factor for an emerging growth company. The company’s business model is focused on telemedicine and the CareClix brand is well respected among our strategic core customers: physicians, hospitals, and medical services providers.

 

Previously, on March 19, 2020, the Company filed a Schedule Pre 14(c) to begin the process to change the name (and to change the trading symbol from SOLI to CLXH or another symbol which closely relates to the new proposed name.) The name change cannot take effect unless and until it is approved by FINRA. SOLI intends to apply to FINRA for review and seeking approval of the proposed name change after ten days has elapsed following the filing of its Schedule Pre-14C, which was posted to SEC.gov on March 19, 2020.

 

In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in Exhibit 99.1 hereto are deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Exchange Act. The information set forth in Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

 

 

Safe Harbor

 

This release may contain certain forward-looking statements regarding our prospective performance and strategies within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of said safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of our company, are generally identified by use of words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “seek,” “strive,” “try,” or future or conditional verbs such as “could,” “may,” “should,” “will,” “would,” or similar expressions. Our ability to predict results or the actual effects of our plans or strategies is inherently uncertain. Accordingly, actual results may differ materially from anticipated results. Some of the factors that could cause our actual results to differ from our expectations or beliefs include, without limitation, the risks discussed from time to time in our filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Except as required by applicable law or regulation, we undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.

 

 

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Item 9.01      Financial Statements and Exhibits.

 

(d)  Exhibits

 

Exhibit Number   Description
    99.1   Press Release dated March 25, 2020

 

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  SOLEI SYSTEMS, INC.
   
Date: March 25, 2020 /s/ Charles O. Scott
  By:

Charles O. Scott, Chairman and Chief Executive Officer

 

 

 

 

 

 

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