Attached files
file | filename |
---|---|
EXCEL - IDEA: XBRL DOCUMENT - ACCELERA INNOVATIONS, INC. | Financial_Report.xls |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
[X] Annual Report Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934
for the fiscal year ended December 31, 2014
[ ] Transition Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934
for the transition period from _______________ to _____________
Commission File Number: 000-53392
ACCELERA INNOVATIONS, INC.
(Exact name of small Business Issuer as specified in its charter)
Delaware | 26-2517763 | |
(State or other jurisdiction of | (IRS Employer | |
incorporation or organization) | Identification No.) | |
20511 Abbey Drive | ||
Frankfort, Illinois | 60423 | |
(Address of principal executive offices) | (Zip Code) |
Issuer’s telephone number, including area code: (866) 866-0758
Not applicable.
Former address if changed since last report
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $0.0001 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer [ ] | Accelerated Filer [ ] | Non-Accelerated Filer [ ] | Smaller Reporting Company [X] |
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold as of the last business day of the registrant’s most recently completed second fiscal quarter. $0 on June 30, 2014.
As of April 6, 2015 there were 40,578,426 shares of the registrant’s common stock outstanding.
Explanatory Note
This Amendment No. 1 (the “Amendment”) to the registrant’s annual report on Form 10-K for the fiscal year ended December 31, 2014 that was filed with the Securities and Exchange Commission on April 15, 2015 (the “Original Filing”) is being filed solely for the purpose of furnishing Exhibit 101 – Interactive Data File (XBRL Exhibit) required by Rule 405 of Regulation S-T, which was not included with the Original Filing.
No other changes have been made to the Original Filing. This Amendment speaks as of the Original Filing date and does not reflect events that may have occurred subsequent to the Original Filing date, and does not modify or update in any way the disclosures made in the Original Filing.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(b) | Exhibits: |
The following exhibits are incorporated by reference or filed as part of this report.
Incorporated by Reference | ||||||||||
Exhibit No. | Description | Form | Exhibit
Number in form |
Date of Filing | Filed or Furnished Herewith | |||||
3.1 | Certificate of Incorporation | 10 | 3.1 | 08/28/2008 | ||||||
3.2 | Certificate of Amendment of Certificate of Incorporation | S-1 | 3.1.2 | 05/22/2012
|
||||||
3.3 | Bylaws of the Company | 10 | 3.2 | 08/28/2008 | ||||||
10.1 | Subscription Agreement by and among the Company and Synergistic Holdings, LLC, dated as of June 13, 2011 | 8-K | 10.1 | 06/17/2011 | ||||||
10.2 | Consulting Agreement by and among the Company and Accelerated Venture Partners, LLC, dated as of June 16, 2011 | 8-K | 10.4 | 06/17/2011 |
||||||
10.3 |
Licensing internet based software (CareNav) by and among the company and Synergistic Holdings |
8-K | 10.1 | 08/29/2011 |
||||||
10.4 | Amend the license agreement between Synergistic Holdings and the Company to include additional technology to enhance product offering | 8-K | 10.1 | 04/16/2012 |
||||||
10.5 | Company creates 2011 Employee Director and Consultant Stock Plan | 10-K | 10.6 | 04/16/2012 |
||||||
10.6+ | Employment Agreement by and among the Company and John Wallin as CEO | 8-K | 10.1 | 04/30/2012 |
||||||
10.7+ | Employment Agreement by and among the Company and James Millikan as COO | 8-K | 10.2 | 04/30/2012 |
||||||
10.8+ | Employment Agreement by and among the Company and Cindy Boerum as CSO | 8-K | 10.3 | 04/30/2012 |
||||||
10.9 | Lock-up and Leek-out Agreement between the Company and holder of common stock of the Company | S-1 | 10.5 | 05/22/2012 |
||||||
10.10 | Stock Purchase Agreement by and among the Company and Behavioral Health Care Associates Ltd | 8-K | 10.1 | 12/02/2013 |
||||||
10.11 | Operating Agreement by and among the Company and Accelera Healthcare Management Service Organization LLC | 8-K | 10-2 | 12/02/2013 |
||||||
10.12 | Security Agreement by and among Company and Blaise J. Wolfrum MD for Behavioral Health Care Associates Ltd | 8-K | 10-3 | 12/02/2013 |
10.13 | Secured Promissory Note in reference to Stock Purchase Agreement by and among Company and Blaise Wolfrum MD for Behavioral Health Care Associates Ltd | 8-K | 10-4 | 12/02/2013 |
||||||
10.14 | Assignment of Stock in reference to Stock Purchase Agreement by and among Company and Blaise Wolfrum for Behavioral Health Care Associates Ltd | 8-K | 10-5 | 12/02/2013 |
||||||
10.15+ | Employment Agreement by and among the Company and Blaise Wolfrum MD as President of the Accelera business unit Behavioral Health Care Associates Ltd, | 8-K | 10-6 | 12/02/2013 |
||||||
10.16 | Lock-up and Leak-Out Agreement between Company and Blaise Wolfrum MD | 8-K | 10-7 | 12/02/2013 |
||||||
10.17 | Purchase Agreement by and among the Company and At Home Health Services LLC and All Staffing Services LLC | 8-K | 10-1 | 12/16/2013 |
||||||
10.18 | Operating Agreement by and among the Company and At Home Health Management LLC | 8-K | 10-2 | 12/16/2013 |
||||||
10.19+ | Employment Agreement by and among the Company and Rose M. Gallagher as President of Accelera business unit At Home Health | 8-K | 10-3 | 12/16/2013 |
||||||
10.20+ | Employment Agreement by and among the Company and Daniel P. Gallagher as Director of Marketing and Business Development at At Home Health | 8-K | 10-4 | 12/16/2013 |
||||||
10.21 | Second Amendment and Modification to Software Technology agreement payment dates by and among the Company and Synergistic Holdings LLC | 10-K | 10.20 | 04/15/2014 |
||||||
10.22+ | Employment Agreement by and among the Company and Daniel Freeman as CFO | 8-K | 10.1 | 10/08/2014 |
||||||
10.23 | Stock Purchase Agreement by and among the Company and SCI Home Health Inc. | 8-K | 10-1 | 10/14/2014 |
||||||
10.24 | Promissory Note by and among the Company and AOK Property Investments LLC to purchase SCI Home Health Inc. | 8-K | 10-2 | 10/14/2014 | ||||||
10.25 | Stock Purchase Agreement by and among the Company and Grace Home Health Care. Employment Agreement by and among the Company and Angelo L. Cadiente as CEO of the Accelera business unit Grace Home Health | 8-K | 10.1 | 12/04/2014 | ||||||
10.26 | Asset Purchase Agreement by and among the Company and Watson Health Care Inc. | 8-K | 10.2 | 12/04/2014 | ||||||
10.27 | Stock Purchase Agreement by and among the Company and Traditions Home Care Inc. Employment by and among the Company and Sonny Nix as CEO of the Accelera business unit Traditions Home Care | 8-K | 10.1 | 01/09/2015 | ||||||
31.1 | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer and Principal Financial Officer | 10-K | 31.1 | 04/15/2015 | ||||||
32.1 | Section 1350 Certification of Principal Executive Officer and Principal Financial Officer | 10-K | 32.1 | 04/15/2015 | ||||||
101.INS** | XBRL Instance | X | ||||||||
101.SCH** | XBRL Taxonomy Extension Schema | X | ||||||||
101.CAL** | XBRL Taxonomy Extension Calculation Linkbase | X | ||||||||
101.DEF** | XBRL Taxonomy Extension Definition Linkbase | X | ||||||||
101.LAB** | XBRL Taxonomy Extension Labels Linkbase | X | ||||||||
101.PRE** | XBRL Taxonomy Extension Presentation Linkbase | X |
+ Management compensation plan or arrangement.
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of this annual report on Form 10-K for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Accelera Innovations, Inc. | ||
By: | /s/ John Wallin | |
Dated: April 17, 2015 | John Wallin | |
Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature | Title | Date | ||
Chief Executive Officer and Chief Financial Officer | ||||
/s/ John Wallin | (Principal Executive Officer and Principal Financial and Accounting Officer) | April 17, 2015 | ||
John Wallin | ||||
/s/ Geoffrey Thompson | Chairman of the Board | April 17, 2015 | ||
Geoffrey Thompson |