Attached files
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| EX-10.2 - WEARABLE HEALTH SOLUTIONS, INC. | v171321_ex10-2.htm |
| EX-10.1 - WEARABLE HEALTH SOLUTIONS, INC. | v171321_ex10-1.htm |
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
___________
FORM
8-K
___________
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
DATE OF
REPORT (DATE OF EARLIEST EVENT REPORTED): December 2,
2009
Medical
Alarm Concepts Holding, Inc.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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Nevada
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333-153290
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(STATE
OR OTHER
JURISDICTION
OF INCORPORATION
OR
ORGANIZATION)
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(COMMISSION
FILE NO.)
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(IRS
EMPLOYEE
IDENTIFICATION
NO.)
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5215-C
Militia Hill Road
Plymouth
Meeting, PA 19462
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
(877) 639-2929
(ISSUER
TELEPHONE NUMBER)
(FORMER
NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
On
December 2, 2009 (the “Closing Date”), we
entered into an agreement with AdEX Media, Inc. to market and provide lead
generation for Medical Alarm Concepts' two-way voice pendant, known as
MediPendant(TM) (the “Agreement”). A
copy of the Agreement is attached hereto as Exhibit 10.1. Pursuant to
the terms of the Agreement, AdEX Media will provide us with management and
consulting services for online media, creation of advertisements, phone order
taking and order entry into an online order system and incentive programs for
sales of our product. As consideration for these services, we have
agreed to pay to AdEX Media a success fee for any sale that comes from AdEX
services and Class B warrants.
On
December 7, 2009, we entered into an Amendment to the Agreement to provide that
AdEX Media shall receive 26,869,000 warrants of the Company’s stock with an
exercise price of $0.02 per share. A copy of the Amendment is
attached hereto as Exhibit 10.2.
Item 9.01. Financial
Statements and Exhibits.
(d)
Exhibits:
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10.1
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Marketing
and Distribution Agreement between Adex Media, Inc. and Medical Alarm
Concepts Holding, Inc. dated December 2, 2009.
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10.2
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Amendment
to Marketing and Distribution Agreement between Adex Media, Inc. and
Medical Alarm Concepts Holding, Inc. dated December 7,
2009.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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MEDICAL
ALARM CONCEPTS HOLDING, INC.
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Date:
January 13, 2010
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By:
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/s/
Howard Teicher
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Howard
Teicher
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Chief
Executive Officer,
Chief
Financial Officer
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