Item 8.01. Other Events.
On July 17, 2020, Nemaura Medical
Inc. (the “Company”) entered into a letter of intent (the “LOI”) between the Company and Healthimation,
LLC (“Healthimation”). The LOI outlines the general terms and conditions pursuant to which the Company proposes to
acquire certain assets or equity interests of Healthimation. Healthimation has a WhyWAIT program (the “Business”).
Additionally, Healthimation has existing contracts with a global medical device company, a U.S. pharmacy chain and a U.S. healthcare
insurer. The proposal set forth in the LOI is subject to (i) the terms and conditions of the LOI, including satisfactory completion
by the Company, in its sole discretion, of due diligence, and (ii) the negotiation and execution of mutually acceptable definitive
agreements governing the proposed acquisition of Healthimation (collectively, the “Definitive Agreements”).
Pursuant to the terms of the LOI, the
consideration will be in the form of equity securities, cash or a combination thereof, in an amount to be negotiated and to be
tendered to Healthimation within 45 days of the date on which the LOI is executed and binding on the parties.
Pursuant to the terms of the
LOI, until the earlier of 30 working days from the date of the LOI or the Termination Date (as hereinafter defined), Healthimation
is bound to certain exclusivity provisions.
In addition, during the period
from July 17, 2020 until the Termination Date, Healthimation agreed (i) to conduct the Business in the ordinary course, and (ii)
that it would prohibit its officers, directors, employees, members, managers or agents to sell, hypothecate, option or otherwise
transfer or contract to transfer any interest in their shares or other equity interests in the Business or enter into any agreement
to do so.
The Company is under no obligation to
continue with its due diligence investigation or negotiations regarding the Definitive Agreements and may terminate such investigation
or negotiations at any time and for any reason or no reason, in the Company’s sole discretion.
The LOI is merely a statement
of a mutual indication of interest of the parties in the acquisition of Healthimation by the Company, and does not represent a
legally binding commitment or obligation of either the Company or Healthimation, except with respect to certain covenants, including
the covenants pertaining to exclusivity and conducting the Business in the ordinary course.
The LOI will automatically
terminate on the first to occur of (i) the date that is 30 working days from July 17, 2020, (ii) the execution of the Definitive
Agreements, which will supersede the LOI, (iii) an earlier date by mutual agreement of all parties, or (iii) if the Company ceases
to negotiate the transactions contemplated by the LOI or the Definitive Agreements (such date, the “Termination Date”);
provided, however, that the termination of the LOI will not relieve any party of liability for such party’s breach of any
of the binding provisions prior to such termination.