Item 1.01 Entry Into a Material Definitive Agreement.
On March 15, 2023, Healthcare Solutions Holdings, Inc. (“HSH”) the wholly owned subsidiary of Healthcare Solutions Management Group, Inc. (the “Company”) entered into a Settlement Agreement and Release (the “Agreement”) with Jonathan Loutzenhiser, the Company’s former Executive Vice President and a member of the Company’s Board of Directors, as well as the Company’s Interim Chief Executive Officer and Interim Chief Financial Officer. Pursuant to the Agreement, HSH agreed to pay Mr. Loutzenhiser a total sum of $5,750,000.00 (the “Settlement Payment”) no later than one (1) business day after Mr. Loutzenhiser delivers to HSH a signed copy of the Agreement, as HSH had fallen significantly behind in the payment of regular payroll, benefits and bonuses to Mr. Loutzenhiser and HSH’s core business had been shut down due to the actions of certain corporate officers and other employees unrelated to Mr. Loutzenhiser.
The Agreement also contains a mutual release whereby each HSH and Mr. Loutzenhiser, agreed to release the other party on behalf of themselves, their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with either party, affiliates, and assigns, including past, present and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives (the “Released Parties” and each a “Released Party”) from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred) and punitive damages, of any nature whatsoever, known or unknown which either of the Released Parties has, or may have had against the other Released Party, arising from (i) HSH’s falling behind in the payment of regular payroll, benefits and bonuses to Mr. Loutzenhiser (ii) HSH’s core business being shut down due to the actions of certain corporate officers and other employees (iii) any agreement between the Released Parties (iv) any other matter between the Released Parties or (v) any claims under federal, state or local law, rule or regulation (the “Release”). However, the Release does not waive or release any claims arising after the effective date of the Agreement, including any claim for breach of the Agreement or any indemnification rights under the Agreement.
Additionally, the Agreement also provides that HSH agreed to indemnify Mr. Loutzenhiser in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) to which Mr. Loutzenhiser is made a party or threatened to be made a party, other than any Proceeding initiated by Mr. Loutzenhiser or HSH related to any contest or dispute with respect to the Agreement. Further, pursuant to Agreement the parties agreed that unless required to do so by legal process, each party will not make disparaging statements or representations, either directly or indirectly, whether orally or in writing to any person whatsoever about the other party, or the other party’s spouse, attorneys, or representatives or affiliates.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.