ITEM 5.02 ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS
On January 27, 2023 Healthtech Solutions, Inc. ("HLTT") completed its
acquisition of 51% of the equity interest in World Reach Holdings, LLC ("WR
Holdings") from Jelena Olmstead ("Olmstead") and James Pesoli ("Pesoli") and
their respective holding companies. The acquisition was made pursuant to the
Equity Exchange Agreement dated December 21, 2022 between HLTT and affiliates
and WR Holdings and affiliates. In consideration for the equity interest in WR
Holdings, HLTT issued 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 issued to World Reach Med, LLC ("WR Med"), an affiliate of
WR Holdings, warrants to purchase 530,769 shares of HLTT common stock for $.25
per share. WR Holdings is a holding company that owns all of the membership
interest in World Reach Health, LLC ("WRH"). WRH is engaged in the business of
distributing healthcare-related products and services, and has served since
August 2022 as the primary distributor for wound care products manufactured by
or on behalf of Healthtech Wound Care, Inc.
During 2022, WR Med loaned to HLTT and its subsidiaries $1,393,869. In
connection with the closing of the acquisition and in consideration of those
loans, on January 27, 2023 HLTT issued to WR Med a Promissory Note dated as of
December 31, 2022 in the principal amount of $1,393,869 and entered into a
Security Agreement giving WR Med a lien on the assets of HLTT and its
subsidiaries to secure HLTT's obligations under the Promissory Note. The
principal amount of the Promissory Note will accrue interest at 8% per annum
during 2023 and at 12% per annum during 2024. Principal and interest on the
Promissory Note will be payable on December 31, 2024.
Pursuant to the Equity Exchange Agreement, on January 27, 2023 the HLTT Board of
Directors increased the number of members of the Board to four and appointed Mr.
Pesoli to fill the vacancy on the Board. In addition, the Board of Directors
appointed Ms. Olmstead to serve as the Chief Executive Officer of HLTT and Mr.
Pesoli to serve as Senior Vice President of HLTT. Information concerning Ms.
Olmstead and Mr. Pesoli follows:
Jelena Olmstead. Ms. Olmstead has over 18 years of experience in management of
companies in the healthcare sector, including positions with a focus on wound
care. Prior to 2015, Ms. Olmstead was employed by Invacare Corporation, where
she became responsible for managing all key accounts, including long-term care
facilities and group purchasing organizations. In 2015, after Invacare sold
assets to Joerns Healthcare, Ms. Olmstead was appointed by Joerns Healthcare its
Senior Director of Business Development for Acute, Long-Term and Home Health
Care. In 2018 Ms. Olmstead joined NuMotion, the nation's largest provider of
complex rehab technologies. As a Director for NuMotion, Ms. Olmstead was
responsible for the company's programs throughout the Midwest. In 2020 Ms.
Olmstead joined World Reach Health LLC as President of Sales and Business
Development. Ms. Olmstead graduated from Purdue University in 2003.
James Pesoli. Mr. Pesoli has been engaged in the practice of business law since
graduating law school in 2009. He also has over 10 years of experience in
business management. In 2012 Mr. Pesoli co-founded Sonic Cleaning Services, LLC,
which provided non-professional staff to skilled nursing and long-term care
facilities throughout the Midwest. Mr. Pesoli and his partners sold that
business and separated from it in 2015. In 2018 Mr. Pesoli co-founded Disruptive
Media Partners, LLC, a media and entertainment consulting firm that provided
financing, deal strategy and global production services to film producers and
others in the entertainment industry. In 2019 Mr. Pesoli launched Munitech, LLC,
an SaaS provider of e-platforms for government services. In 2020 Mr. Pesoli
joined World Reach Health LLC as CEO. Mr. Pesoli graduated from The John
Marshall Law School in 2009.
On January 27, 2023 HLTT entered into Executive Employment Agreements with each
of its three executive officers. Each of the Agreements has a three-year term
and provides for an annual salary, a bonus at the discretion of the Board of
Directors, and customary perks. The significant distinctions among the
agreements are:
Jelena Olmstead Manuel Iglesias James Pesoli
Position with Chief Executive Officer President, Chief Senior Vice
HLTT: Operating Officer President
Position with __ Manager-Designate and Chief Executive
Subsidiaries: Chief Financial Officer: WR Holdings
Officer: WR Holdings, WRH and WRH
and The Clia Lab LLC
Commitment: Full-Time Full-Time Not Full-Time
Base Salary: $350,000 $240,000 $240,000
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Financial Statements
· Audited Financial Statements of World Reach Holdings, LLC for the years ended
December 31, 2022 and 2021 - to be filed by amendment.
· Pro Forma Financial Statements of the Registrant for the years ended December
31, 2022 and 2021 - to be filed by amendment.
Exhibits
10-a Equity Exchange Agreement dated December 21, 2022 among Healthtech
Solutions, Inc., Healthtech Wound Care, Inc., The Clia Lab, LLC,
Cellsure L3C, Healthtech Management Services, Inc., World Reach Health,
LLC, World Reach Med, LLC, World Reach Holdings, LLC, Live For Today
Ventures, LLC, Redi-Med Consulting, LLC, Jelena Olmstead and James
Pesoli - filed as an exhibit to Current Report on Form 8-K dated
December 21, 2022 and incorporated herein by reference.
10-b Promissory Note dated as of December 31, 2022 issued by Healthtech
Solutions, Inc. to World Reach Med, LLC.
10-c Security Agreement dated January 27, 2023 between Healthtech Solutions,
Inc. and its subsidiaries and World Reach Med, LLC.
10-d Executive Employment Agreement dated January 27, 2023 between Healthtech
Solutions, Inc. and Jelena Olmstead.
10-e Executive Employment Agreement dated January 27, 2023 between Healthtech
Solutions, Inc. and Manuel E. Iglesias.
10-f Executive Employment Agreement dated January 27, 2023 between Healthtech
Solutions, Inc. and James Pesoli.
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