Current Report Filing (8-k)
July 03 2018 - 6:08AM
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): June 20, 2018
eWELLNESS
HEALTHCARE CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
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90-1073143
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(State
or other jurisdiction of
Incorporation or Organization
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(I.R.S.
Employer
Identification
No.)
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11825
Major Street, Culver City, California
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90230
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(310)
915-9700
(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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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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Item
1.01 Entry into a Material Definitive Agreement
On
June 21, 2018, eWellness Healthcare Corporation (the “Registrant”) executed an Equity Purchase Agreement (the “EPA”)
with Triton Funds LP, an institutional investor (“Triton” or the “Investor”) pursuant to which Triton
will purchase up to One Million Five Hundred Thousand Dollars ($1,500,000) of the Registrant’s common stock, par value $0.001
(the “Common Stock”), subject to the terms of the EPA, a copy of which is attached as Exhibit 10.22 hereto. In connection
with the execution of the EPA, the Registrant and Triton entered into a Registration Rights Agreement, also dated June 21, 2018
(the “RRA”), a copy of which is attached as Exhibit 10.23 hereto. In addition, and as an inducement to Triton to enter
into the EPA, the Registrant agreed to issue 1 million restricted shares of Common Stock to Triton.
Pursuant
to the terms of the EPA and subject to an effective registration statement that the Registrant expects to file with the SEC during
the week of July 2, 2018, the Registrant shall have the right, but not the obligation, to direct the Investor, by its delivery
to the Investor of a Capital Call Notice (as defined in the EPA) from time to time, to purchase a number of shares of Common Stock,
at a price equal to 75% of the lowest daily volume weighted average price of the Common Stock during the five trading days prior
to the closing date of each purchase of Common Stock subject to a Capital Call Notice. The EPA further provides that the number
of shares of Common Stock subject to any Capital Call Notice, plus any shares of Common Stock then owned by the Investor, shall
not exceed the Beneficial Ownership Limitation of 9.99% outstanding immediately after giving effect to the issuance of shares
of Common Stock issuable pursuant to a Capital Call Notice.
Item
8.01 Other Events
On
February 14, 2017, the Registrant was served by a complaint filed by Rodney Schoemann (“Schoemann”) in the State of
Louisiana, in which Schoemann alleged that the Registrant was indebted to Schoemann under a series of promissory note underlying
loans in the original principal amount of $75,500 (the “Notes”), of which $45,202 had been repaid by the Registrant.
Notwithstanding the foregoing, Schoemann claimed in his lawsuit that, as a result of alleged defaults and extensions of the Notes,
the Registrant was indebted in the amount of $253,677 inclusive of interest and penalties at an effective rate exceeding 70% per
annum, far in excess of the maximum rate allowable either in Louisiana, where Schoemann resided, or in California where the Note
was executed, and the loans were made. In addition, Schoemann further claimed that he had the right to exercise warrants to acquire
a total of 2.8 million shares of the Registrant’s Common Stock at an adjusted conversion price of $0.005 per share.
The
asserted as affirmative defenses that: (i) Schoemann is not a licensed lender in the State of California, where the loans were
made and the $75,500 was deposited and therefore was not permitted under California law to make loans in California; (ii) the
interest rate Schoemann is seeking to collect is usurious and therefore interest claimed in the lawsuit is neither collectible
nor enforceable; and (iii) the warrants were void and evidenced the usurious nature of the loans in violation of the applicable
laws of the States of California and Louisiana. The Registrant and its counsel were of the opinion that the Schoemann suit was
wholly without merit and furthermore filed a motion that the action should be removed from Louisiana state court to the United
States Federal District Court in Baton Rouge, LA, where California law should be applied.
On
June 20, 2018, the Registrant and Schoemann entered into a Settlement Agreement pursuant to which Schoemann’s complaint
and all claims sought by Schoemann, including all monies, penalties and warrants, were dismissed with prejudice and, in consideration,
the Registrant agreed to issue to Schoemann a total of 4 million shares of Common Stock (the “Settlement Shares”),
subject to the following conditions: (i) the Settlement Shares are to be held at a brokerage firm designated by the Registrant;
(ii) 2,709,444 of the Settlement Shares shall be immediately tradeable under SEC Rule 144, but subject at all times to a daily
trading limit of 25,000 Settlement Shares per day; and (iii) the remaining 1,290,556 Settlement Shares shall be subject to a 180-day
holding period and are also, at all times, subject to a daily trading limit of 25,000 Settlement Shares per day.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
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.
Dated:
July 2, 2018
eWellness
Healthcare Corporation
By:
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/s/
Darwin Fogt
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Name:
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Darwin
Fogt
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Title:
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Chief
Executive Officer
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