Item 1.01 Entry into a Material Definitive Agreement

On August 22, 2019, PreCheck Health Services, Inc. (the “Company”) entered into a stock purchase agreement (the “Agreement”) with Dr. Albert Maarek, Irina Maarek, Rudy Maarek and Richard Clement (collectively, the “Sellers”), pursuant to which the Company agreed to purchase from the Sellers all of the issued and outstanding capital stock of LD Technology, LLC, a Florida limited liability company, and Medical Screening, Inc., a Delaware corporation (the “Transaction”).

The purchase price for the Transaction consists of (a) two payments to be made by the Company to the Sellers, in the aggregate amount of $12,000,000, with a payment of $5,000,000 being made on the initial closing date and a payment of $7,000,000 within 12 months thereafter (the “Deferred Closing Date”) and (b) the issuance to the Sellers on the Deferred Closing Date of common stock valued on such date equal to $3,000,000, for a total purchase price of $15,000,000.

The Transaction is subject to customary closing conditions, including payment of the purchase price, the delivery of audited financial statements of LD Technology, LLC and Medical Screening, Inc. for the years ended December 31, 2018 and 2017 and unaudited financial statements for the six months ended June 30, 2019 and 2018, and the satisfactory completion of the Company’s due diligence of the target companies.

LD Technology, LLC manufactures various medical devices, including the PreCheck “PC8B” device that the Company is currently deploying and holds FDA clearances on such technologies. Medical Screening, Inc. hold the patents on such technologies and has several applications not yet granted.

The foregoing summary of the Agreement and transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, which is filed as Exhibit 2.1 hereto and incorporated herein by reference.