Current Report Filing (8-k)
July 24 2018 - 9:30AM
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: July 24, 2018
MEDICAL
INNOVATION HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Colorado
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000-27211
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84-1469319
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(State
or other jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
Number)
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5805
State Bridge Road, Suite G-328, Duluth, Georgia 30097
(Address
of Principal Executive Offices) (Zip Code)
(866)
883-3793
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:
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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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Section
1 – Registrant’s Business and Operations
Item
1.02 Termination of a Material Definitive Agreement.
The
parties have terminated the proposed sale transaction between MIHI and RHP as of July 9, 2018.
The
Agreement was for the sale of the assets of Seller’s business of selling supplements under the Revatrol®, TBoost®,
Isoprex®, Prosentials®, Oraescin®, Youthful Allure™, Lexitrol Ultimate, Cerbrexum and Cerbrexum IQ™ trademarks.
The
Parties had agreed to allocate the $1,000,000 payment as follows: $100,000 for the consideration for the Non-Compete, Non Circumvention
Agreement, and the sum of $900,000 for the purchase of the assets of RHP.
$400,000
was to be paid in cash at closing, and (b) payment in the amount of Four Hundred Thousand and 00/100 Dollars ($400,000.00) payable
pursuant to a Convertible Promissory Note (the “Convertible Note”). The obligations of Buyer under the Convertible
Note were to be secured by the Security Agreement. Seller was required to execute an intercreditor agreement with the Senior Lender
in form and substance reasonably satisfactory to the Senior Lender pursuant to which the Seller shall subordinate the priority
of its lien on the collateral described in the Security Agreement to the lien on such collateral arising under the Senior Loan
documents.
The
agreement was to purchase certain assets of RHP allowing MIHI to enter the nutraceutical market. The Company expected certain
cash flow, customer database, and proprietary products and trademarks.
There
exist no relationships between the parties other than the material definitive agreement.
SELLER was RENAISSANCE
HEALTH PUBLISHING, LLC, a Florida limited liability company. Buyer was MEDICAL INNOVATION HOLDINGS, INC., a Colorado
corporation. The Agreement was originally signed June 27, 2017.
The
transaction was subject to the Company raising sufficient capital to execute the transaction, which the Company was unable to
complete.
There
were no material early termination penalties incurred by the registrant.
The
Company does not have any responsibility for termination of the agreement. Seller claims the company owes him the audit results
but there is no written agreement to support that assertion.
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.
MEDICAL
INNOVATION HOLDINGS, INC.
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By:
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/s/
Arturo Jake Sanchez
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Name:
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Arturo
“Jake” Sanchez
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Date:
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July
24, 2018
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