OTHER INFORMATION
−Removed: Securities Purchase Agreements
−Removed: From April 1, 2020 through
−Removed: April 30, 2020, we entered into securities purchase agreements (the “Purchase Agreements”) with nine (9) accredited
−Removed: investors whereby such investors purchased an aggregate of 6,243,750 shares of our common stock at a price of $0.16 per share, resulting
−Removed: in the aggregate of $999,000 of proceeds to the Company (the “April Common Stock Offering”).
−Removed: On May 12, 2020, we
−Removed: entered into a Purchase Agreement with one (1) accredited investor whereby such investor purchased an aggregate of 1,470,588 shares of
−Removed: our common stock at $0.17 per share, resulting in aggregate gross proceeds to the Company of $250,000 (the “May Common Stock
−Removed: Offering”).
−Removed: Both the April Common
−Removed: Stock Offering and May Common Stock Offering were conducted in reliance upon an exemption from securities registration afforded
−Removed: by the provisions of Section 4(a)(2), as promulgated by the United States Securities and Exchange Commission under the Securities
−Removed: Act of 1933, as amended.
−Removed: The foregoing description
−Removed: of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, the form of which is filed as an
−Removed: exhibit to this quarterly report on Form 10-Q.
−Removed: Auxo Technology Labs
−Removed: On April 14, 2020,
−Removed: we entered into a consulting agreement (the “Auxo Agreement”) with Auxo Technology Labs, Inc.
−Removed: (“Auxo”) whereby Auxo shall serve the Company in the capacity of consultant and assist us with designing and
−Removed: developing software related to Auxo’s telehealth platform for use by the Company.
−Removed: Pursuant to the terms of the Auxo
−Removed: Agreement, we will acquire the exclusive rights to Auxo’s telehealth platform (the “Auxo Platform”) for the
−Removed: North American direct to consumer pharmaceutical market.
−Removed: As consideration for
−Removed: entering into the Auxo Agreement, we issued to Auxo an option to purchase up to 500,000 shares of our common stock at an exercise
−Removed: price of $0.23 and vesting upon the occurrence of the earlier of (i) two (2) years from the date of issuance or (ii) the Company’s
−Removed: common stock trading at price of $1.00 per share.
−Removed: Additionally, we agreed to pay Auxo an aggregate of $150,000, with $55,000 paid
−Removed: on execution of the Auxo Agreement and the remaining $95,000 to be paid on a monthly basis in the amount of $2,500 per month for
−Removed: thirty-eight (38) months.
−Removed: The foregoing description
−Removed: of the Auxo Agreement Auxo is qualified in its entirety by reference to the Auxo Agreement, which is filed as an exhibit to this
−Removed: quarterly report on Form 10-Q.
−Removed: Schreiber Consulting Agreement
−Removed: Effective March 1, 2020, the
−Removed: Company entered into a consulting services agreement by and between the Company and JLS Ventures, LLC (the “JLS Consulting
−Removed: Agreement”), pursuant to which Justin Schreiber, as President of JLS Ventures, LLC, would serve as the Company’s Chief
−Removed: Executive Officer and Chairman of the Board of Directors.
−Removed: The JLS Consulting Agreement provides that Mr.
−Removed: Schreiber will receive
−Removed: a monthly cash payment of $15,000.
−Removed: The JLS Consulting Agreement has an initial term of 12 months beginning January 1, 2020 and
−Removed: is renewable for additional twelve-month periods upon the mutual agreement of the Company and JLS Ventures, LLC.
−Removed: Alvarez Amendment to Employment Agreement
−Removed: On April 1, 2020, the
−Removed: Company entered into the second amendment to employment agreement by and between the Company and Nicholas Alvarez (the “Alvarez
−Removed: Employment Agreement Amendment”).
−Removed: The Alvarez Employment Agreement Amendment provides that Mr.
−Removed: Alvarez will serve as the
−Removed: Company’s Chief Acquisition Officer and will receive an annual salary of $140,000 (the “Alvarez Salary”) and
−Removed: be eligible for an annual cash bonus of up to 100% of the Alvarez Salary payable at the discretion of the Board.
−Removed: Galluppi Amendment to Employment Agreement
−Removed: On April 1, 2020, the
−Removed: Company entered into the first amendment to employment agreement by and between the Company and Stefan Galluppi (the “Galluppi
−Removed: Employment Agreement Amendment”).
−Removed: The Galluppi Employment Agreement Amendment provides that Mr.
−Removed: Galluppi will continue to
−Removed: serve as the Company’s Chief Technology Officer and will receive an annual salary of $180,000 (the “Galluppi Salary”)
−Removed: and will be eligible to receive an annual bonus of up to $100,000 payable at the discretion of the Board.
−Removed: Blue Horizon Consulting Agreement
−Removed: On May 1, 2020, the
−Removed: Company entered into a consulting services agreement (the “Blue Horizon Agreement”) by and between the Company and
−Removed: Blue Horizon Consulting, LLC (“Blue Horizon”).
−Removed: Pursuant to the Blue Horizon Agreement, Blue Horizon will serve as
−Removed: the Company’s Managing Director and will receive a monthly cash payment of $15,000.
−Removed: The Blue Horizon Agreement has an initial
−Removed: term of 12 months beginning January 1, 2020 and is renewable for additional twelve-month periods upon the mutual agreement of
−Removed: the Company and Blue Horizon.
−Removed: Period End Date
−Removed: of Amendment to Certificate of Incorporation
−Removed: Amendment by and between the Company and Mr.
−Removed: Sean Fitzpatrick.
−Removed: Agreement by and between the Company and Mr.
−Removed: Nicholas Alvarez..
+Added: Date/Period End Date
+Added: Filed Herewith
+Added: Form of Convertible Redeemable Promissory Note
Alpha 2019 Note Repayment and Warrant Amendment
4 unchanged sentences
Consulting Agreement by and between the Company and Auxo Technology Labs.
−Removed: Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.
−Removed: Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.
−Removed: Section 1350 Certification of Chief Executive Officer.
−Removed: Section 1350 Certification of Chief Financial Officer.
+Added: 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.
+Added: 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.
+Added: 1350 Certification of Chief Executive Officer.
+Added: 1350 Certification of Chief Financial Officer.
Instance Document
4 unchanged sentences
Taxonomy Extension Presentation Linkbase Document
−Removed: Indicates management contract or compensatory plan, contract or arrangement.
−Removed: Filed herewith.
−Removed: Furnished herewith.
+Added: In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
6 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.