Item 1.01 Entry into a Material Definitive Agreement.
On January 17, 2022, MediXall Group, Inc. (the "Company"), entered into an
agreement (the "Agreement") to acquire the right to use the intellectual
property of 24 Hr Virtual Clinic, LLC ("Virtual Clinic"). In connection with the
transaction, as reported in the most recent 10-Q filing, on or about August 3,
2022, the Company issued 500,000 shares of common stock of MediXall. In
accordance with Accounting Standards Codifiation ("ASC") 805, the value of the
stock issued was measured based on an independent appraisal of the rights to use
the intellectual property valued at $236,000, which was determined to be the
more clearly determinable measure of fair value.
According to the terms of the Agreement, the Company obtained the right to
buyout the existing members of the Virtual Clinic for an
additional 500,000 shares of MediXall, and on December 29, 2022, the Company did
obtain Virtual Clinic, according to the terms of the Agreement, and as a
wholly-owned subsidiary of the Company will be renamed to "Wellcare First."
The foregoing description of the terms of the Agreement between Company and
Virtual Clinic is qualified in its entirety by reference to the provisions of
the Agreement and its Amendment, filed as Exhibits 9.2 and 9.3 to this Current
Report on Form 8-K, which is incorporated by reference herein.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements.
Forward-looking statements are based on management's current expectations and
are subject to risks and uncertainties, many of which are beyond the Company's
control, that may cause actual results or events to differ materially from those
projected. These risks and uncertainties include risks described in the section
entitled "Risk Factors" and elsewhere in the Company's Annual Report on Form
10-K filed with the SEC on April 19, 2022 and in its other filings with the SEC,
including, without limitation, its reports on Forms 8-K and 10-Q, and the S-1
registration filed with the SEC on November 5, 2019, all of which can be
obtained on the SEC website at www.sec.gov. Readers are cautioned not to place
undue reliance on the forward-looking statements, which speak only as of the
date on which they are made and reflect management's current estimates,
projections, expectations and beliefs. The Company expressly disclaims any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in its
expectations or any changes in events, conditions or circumstances on which any
such statement is based, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 MediXall Group Inc. Joint Venture Agreement
10.2 MediXall Group Inc. Acquisition Agreement
10.3 MediXall Group Inc. Amendment to Acquisition Agreement
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