Item 1.02 Termination of a Material De?nitive Agreement.
BCSF
As previously disclosed, on August 23, 2021, Puget Technologies, Inc. ("Puget"
or the "Registrant") entered into an acquisition and option agreement with Ms.
Yipsi Martin (the "BCSF Acquisition Agreement") pursuant to which it was
anticipated that, subject to appropriate due diligence investigations, the
Registrant would acquire a 50 percent interest in Behavioral Centers of South
Florida LLC, a Florida limited liability company ("BCSF"), with an option to
acquire the remaining 50 percent interest.
On December 2, 2021, the Registrant entered into a release agreement with BCSF
under which the parties agreed to terminate the BCSF Acquisition Agreement
effective December 4, 2021 (the "Release Agreement").
The foregoing description of the BCSF Acquisition Agreement and the Release
Agreement are subject to, and qualified in their entirety by, the full text of
the BCSF Acquisition Agreement, which was filed as Exhibit 10.01 to the Current
Report on Form 8-K filed by the Registrant on August 27, 2021, and the full text
of the Release Agreement, which is attached as Exhibit 99.01 hereto, and each of
which is incorporated herein by reference.
Glades
As previously disclosed, on October 28, 2021, the Registrant entered into a
merger agreement and plan of reorganization (the "Glades Agreement") with a
joint venture formed by Primary Medical Physicians, LLC, a Florida limited
liability, Personal Care Medical Group, LLC, a Florida limited liability
company, and, Glades Medical Centers LLC, a Florida limited liability company
using Glades Medical Centers of Florida, LLC, a Florida limited liability
company as the joint venture vehicle all four entities being collectively
referred to in this Current Report as "Glades." The Glades principals involved
included Messrs. Carlos H. Arce, Esquire, Robbie Chamoun and Daniel Sierra, and,
Ramon A. Berenguer, MD. Until his recent resignation described below, Mr. Arce
also served as the general counsel, chief compliance officer, secretary and vice
president of the Registrant.
The Registrant's president, Karen Lynn Fordham, and the chairman of its board of
directors, Hermann Burckhardt, conducted diligence and subsequently the parties
decided to terminate the Glades Agreement. On December 3, 2021, the Glades
principals indicated their intent to end negotiations by way of a letter
addressed to the Registrant. Ms. Fordham and Mr. Burckhardt then responded to
the December 3 letter on December 8, 2021, indicating that the Registrant
consented to the termination of the Glades Agreement in accordance with
Paragraph 7.1(A) thereof.
Item 5.02 Departure of Directors or Certain O?cers; Election of Directors;
Appointment of Certain O?cers; Compensatory Arrangements of Certain
O?cers.
(b) Departure of Officer
The disclosure set forth above in Item 1.02 of this Current Report on Form 8-K
under the caption "Glades" is incorporated by reference herein. On December 3,
2021, Carlos H. Arce, Esquire resigned from his positions with Puget as its
general counsel, chief compliance officer, secretary and vice president. The
Registrant is actively searching for legal counsel to represent it moving
forward in a permanent fashion.
Thomas M. Jaspers, a member of the Registrant's board of directors, its
treasurer and chief financial officer and its former secretary has been elected
as the Registrant's interim secretary in replacement of Mr. Arce.
Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and
Exhibits.
Exhibit Index
Exhibit Description
Number
99.01 Release Agreement dated December 2, 2021 between the Registrant and
Behavioral Centers of South Florida LLC .
© Edgar Online, source Glimpses