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): January 1, 2017

EMR Technology Solutions, Inc.

(Exact name of registrant as specified in charter)

90 Washington Valley Road

Bedminster, New Jersey 07921

(Address of principal executive offices)

(908) 997-0617

(Registrant’s telephone number, including area code)

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:

Item 1.01

Entry into a Material Definitive Agreement. 

As previously disclosed, on August 23, 2016, EMR Technology Solutions, Inc., a Nevada corporation (the “Company”) entered into an Investor Stock Subscription Agreement (the “Subscription Agreement”) with PTS, Inc. (“PTS”), a corporation incorporated under the laws of the State of Nevada, in which PTS agreed to purchase up to 3,700,000 shares of the Company’s common stock for $2,000,000 in tranches based on certain milestones. On March 17, 2017, pursuant to the Subscription Agreement, PTS purchased a third tranche of 1,387,501 shares of common stock of the Company for $750,000 and such proceeds were used by the Company to close the acquisition of DMSI (as defined below) as further disclosed below. 

Effective January 1, 2017 (the “Effective Date”), the Company entered into a Purchase Agreement (“Agreement”) by and among Digital Medical Solutions, Inc., a Florida corporation (“DMSI”), and its sole shareholder Dr. Joseph J. Memminger III (the “Seller” and together with DMSI and the Company, the “Parties”).  Pursuant to the Agreement, the Company purchased all of the Capital Stock (as defined in the Agreement) of DMSI from the Seller in exchange for (i) $1,000,000, subject to certain post-closing adjustments for working capital and earnings before interest, taxes, depreciation, and amortization, consisting of (a) $750,000 in cash, and (b) a Convertible Promissory Note (the “Note”) issued in favor of the Seller in the principal amount of $250,000 payable over a 36 month period, with 6% annual interest, convertible into common stock of the Company at a price of $3.00 per share (the “Purchase Price”). On March 15, 2017, in accordance with the terms and conditions of the Agreement, DMSI became a wholly owned subsidiary of the Company (the “Closing Date”). 

On the Closing Date, in connection with the Agreement, the Parties entered into a Non-Competition and Non-Disclosure Agreement (the “Non-Compete Agreement”). Pursuant to the Non-Compete Agreement, for a period of three years from the Closing Date, the Seller shall not, either for himself or through any other person, firm, corporation or other entity, directly or indirectly, engage in the same or similar business as DMSI as an owner, employee, agent or partner or serve in an executive or other employment position with any other entity which operates a business that develops, sells or distributes services or software for electronic medical records within a 100 mile radius of any location where DMSI has sold or distributed services or software for electronic medical records.

Item 2.01

Completion of Acquisition or Disposition of Assets. 

On the Effective Date, the Parties entered into the Agreement, whereby the Company purchased all of the Capital Stock of DMSI from the Seller in exchange for the Purchase Price. On the Closing Date, in accordance with the terms and conditions of the Agreement, DMSI became a wholly owned subsidiary of the Company. DMSI is a company which has developed a proprietary software program for the healthcare industry, targeting the market for electronic medical records. 

Item 3.02.

Unregistered Sales of Equity Securities. 

Item 1.01 and Item 2.01 are hereby incorporated by reference. 

As disclosed above, the securities issued pursuant to the Subscription Agreement and the Agreement were not registered under the Securities Act, but qualified for exemption under Section 4(a)(2) of the Securities Act. The securities were exempt from registration under Section 4(a)(2) of the Securities Act because the issuance of such securities by the Company did not involve a “public offering,” as defined in Section 4(a)(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction, size of the offering, and manner of the offering and number of securities offered. The Company did not undertake an offering in which it sold a high number of securities to a high number of investors. In addition, the Investor had the necessary investment intent as required by Section 4(a)(2) of the Securities Act since they agreed to, and received, the securities bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act. 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.