Electromedical Technologies, Inc 8-K, filed Jul 18, 2022
Electromedical Technologies, Inc (EMED)
About this 8-K
Electromedical Technologies, Inc filed this 8-K on July 18, 2022, reporting on events of July 6, 2022.
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.02: Unregistered sale of equity
SECURITIES AND EXCHANGE COMMISSION
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Item 1.01 Amendment to a Material Definitive Agreement.
On June 21, 2022, the Registrant and JR-HD Enterprises III, LLC entered into a settlement agreement and release concerning promissory notes issued by the Registrant as follows:
1. July 21, 2020, in the principal amount of $107,500, 8% interest;
2. August 4, 2020, in the principal amount of $215,000, 10% interest;
3. September 3, 2020, in the principal amount of $107,500, 8% interest;
4. November 3, 2020, in the principal amount of $244,852.94, 8% interest; and,
5. December 3, 2020, in the principal amount of $110,000, 8% interest.
Except for the entry into the settlement agreement and release, there was no material relationship between the Registrant and JR-HD Enterprises III, LLC.
As of the date of the settlement agreement and release, there was outstanding $617,353 and interest of $51,016.56. In exchange for the Registrant's issuance of 26,734,800 shares of restricted common stock to its members, JR-HD Enterprises III, LLC agreed to release the Registrant from all liability under the promissory notes.
The Registrant's board of directors approved and authorized entry into the settlement agreement and release on July 4, 2022, whereupon the consideration shares were issued July 6, 2022, and the settlement agreement and release closed.
Item 3.02 Unregistered Sales of Equity Securities.
On July 6, 2022, the Registrant sold 26,734,800 restricted common shares to JR-HD Enterprises III, LLC, and its members. As consideration for the issuance, JR-HD Enterprises III, LLC entered into a settlement agreement and release of claims. The disclosure under Item 1.01 is incorporated herein by reference. In issuing the common shares, the Registrant claimed the exemption from registration under Rule 4(a)(2).
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.
Dated July 18, 2022
ELECTROMEDICAL TECHNOLOGIES, INC.
By: /s/ Matthew Wolfson
Matthew Wolfson
Chief Executive Officer
(Principal Executive Officer)