Item 8.01. Other Events.
As previously announced, on December 7, 2022, Optimus Healthcare Services, Inc.
(the "Company") entered into a stock acquisition agreement (the "Agreement") by
and among the Company, Optimus Health, Inc., PainScript and certain shareholders
of the Company pursuant to which the Company agreed to exchange 100% of the
outstanding shares of PainScript for 1,600,000 shares of the Company's common
stock. The transactions contemplated by the Agreement closed on December 15,
2022.
In connection with the closing of the Agreement, the 400,000 earnout shares
issued to the former shareholders of PainScript were also cancelled. In
addition, at closing, the Company provided a loan in the aggregate principal
amount of $200,000 to PainScript to cover employee liabilities and general
working capital. The loan bears interest at a rate of 8% per annum and matures
on the one year anniversary of the original issuance date. The loan is secured
by a pledge of a majority of the voting capital stock of PainScript held by
certain PainScript shareholders. The Company also contributed $100,000 to
PainScript in order to cover outstanding liabilities.
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