HLTT HealthTech Solutions Inc (CE)

On December 21, 2022 Healthtech Solutions, Inc. (“HLTT”) and its subsidiaries, Healthtech Wound Care, Inc. (“HWC”), The Clia Lab, LLC (“TCL”), Cellsure L3C and Healthtech Management Services, Inc., entered into an Equity Exchange Agreement with World Reach Holdings, LLC (“WR Holdings”) and its affiliates, World Reach Health, LLC (“WRH”), World Reach Med, LLC (“WR Med”), Live For Today Ventures, LLC, Redi-Med Consulting, LLC, Jelena Olmstead (“Olmstead”) and James Pesoli (“Pesoli”). The Equity Exchange Agreement provides that, at a Closing to occur on or prior to January 27, 2022, HLTT will issue to the members of WR Holdings 23,715,673 shares of HLTT common stock and warrants to purchase 1,700,000 shares of HLTT common stock for $.25 per share, and will issue to WR Med, an affiliate of WR Holdings, warrants to purchase 530,769 shares of HLTT common stock for $.25 per share. In exchange for that HLTT equity, the members of WR Holdings will assign to HLTT fifty-one percent (51%) of the membership interest in WR Holdings and will enter into an amended operating agreement for WR Holdings with HLTT. WR Holdings is a holding company that owns all of the membership interest in WRH. WRH is engaged in the business of distributing healthcare-related products and services, and has served as the primary distributor for wound care products manufactured by or on behalf of HWC since August 2022. Olmstead and Pesoli are the principal managers of WR Holdings and WRH.

The Equity Exchange Agreement further provides that, on the Closing Date, the number of members of the HLTT Board of Directors will be increased to four, and that Pesoli will be appointed to serve as a member of the HLTT Board. In addition, on that date, HLTT will enter into Executive Employment Agreements with the following individuals: