Current Report Filing (8-k)
January 08 2018 - 5:25PM
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
December 31, 2017
Date of Report (date of earliest event reported)
Advanzeon Solutions, Inc.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
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1-9927
(Commission
File Number)
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95-2594724
(IRS Employer
Identification No.)
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2901 W. Busch Blvd., Ste. 701
Tampa Bay, FL 33618
(Address of principal executive offices) (Zip Code)
813-517-8484
(Registrant’s telephone number, including area code)
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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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
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.
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Item 1.01
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Entry Into Material Definitive Agreement
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On December 31, 2017, the Company entered
into a Settlement Agreement with Joe Canouse (“Holder”) stemming from a complaint filed, but not served, by Holder
against the Company concerning a dispute over the repayment of certain convertible promissory notes in the aggregate principal
amount of two hundred forty thousand dollars ($240,000), exclusive of accrued interest, held by Holder as assignee from Southridge
Partners II, LP (the “Notes”). The Notes were issued in connection with a consulting agreement between the Company
and Southridge Partners II LP in May 2014. In connection with the Settlement Agreement, the Company, without admitting liability
or wrongdoing, agreed to settle the dispute by issuing 2,000,000 shares of its common stock to Holder. Each party agreed to a mutual
general release of any further claims against the other party .upon full satisfaction of the Settlement Agreement.
Item 9.01
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Financial Statements and Exhibits
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NUMBER
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EXHIBIT
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1.01
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Settlement Agreement dated December 31, 2017
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1.02
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Consulting Agreement dated May 13, 2014
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1.03
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Convertible Promissory Note dated June 1, 2014
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1.04
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Convertible Promissory Note dated July 1, 2014
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1.05
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Convertible Promissory Note dated August 1, 2014
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1.06
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Convertible Promissory Note dated September 1, 2014
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1.07
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Convertible Promissory Note dated June 1, 2015
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1.08
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Convertible Promissory Note dated July 1,2 015
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1.09
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Convertible Promissory Note dated August 1, 2015
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1.10
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Convertible Promissory Note dated September 1, 2015
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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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ADVANZEON SOLUTIONS
, INC.
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Date: January 8, 2018
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By:
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/s/ Clark A. Marcus
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Chief Executive Officer and Director
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