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EX-10.1 - DEFINITIVE ACQUISITION AGREEMENT - MediXall Group, Inc. | mdxl_ex10z1.htm |
UNITED STATES
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): July 27, 2020
MediXall Group, Inc.
(Exact name of registrant as specified in its charter)
Nevada | 333-194337 | 33-0864127 |
(State or Other Jurisdiction | (Commission | (I.R.S. Employer |
of Incorporation) | File Number) | Identification No.) |
2929 East Commercial Blvd., PH-D, Fort Lauderdale, FL 33308
(Address of Principal Executive Office) (Zip Code)
954-440-4678
(Registrants telephone number, including area code)
N/A
(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):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨ |
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If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Sale of a Material Definitive Agreement.
On September 13, 2019, TurnKey Capital, Inc. (TurnKey), a related party of MediXall Group, Inc. (the Company), entered into a Definitive Acquisition Agreement (the TKCI DAA) between TurnKey and Egg Health Hub, Inc. (EGG). Pursuant to the TKCI DAA, EGG and TurnKey agreed to commence the negotiation and preparation of a definitive share exchange agreement (the Definitive Agreement) whereby EGG will exchange all of its issued and outstanding shares of common stock for shares of Turnkeys common stock on a one-for-one basis, which upon the completion of such Definitive Agreement will constitute 70,000,000 shares of EGGs issued and outstanding common stock. Upon completion of such Definitive Agreement, EGG will become a wholly owned subsidiary of the TurnKey.
EGG is a brand new model for healthcare and wellness that brings together top physicians and wellness professionals into co-practicing communities with shared access to a full-stack technology platform scheduling, billing, client acquisition, and telemedicine and flexible access to beautiful office space designed to optimize both the physician and client experience. The Company believes that this model creates a compelling new option for re-tenanting traditional shopping centers and mixed-use space that landlords see as a true traffic generator.
On July 27, 2020, the Company and TurnKey entered into an assignment of the TKCI DAA. As a result of the COVID-19 outbreak, TurnKey determined that the original opportunity that existed with EGG was no longer practical in the short-term. The Company and TurnKey believed, however, that the EGG concept remained a viable concept on a virtual basis, and the Company possesses the infrastructure and willingness to pursue this opportunity. In exchange for 1,000,000 shares of the Companys common stock, TurnKkey assigned its interest in the TKCI DAA to the Company.
The foregoing description of the terms of the assignment of the TKCI DAA is qualified in its entirety by reference to the provisions of the agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 |
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SIGNATURE
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.
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Dated: July 29, 2020 |
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| MEDIXALL GROUP, INC. | ||
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| By: |
| /s/ Timothy Hart |
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| Timothy Hart, |
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| Chief Financial Officer |