QHSLab, Inc 8-K, filed Aug 24, 2020
QHSLab, Inc. (USAQ)
About this 8-K
QHSLab, Inc filed this 8-K on August 24, 2020.
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.02: Unregistered sale of equity
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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): August 24, 2020
USA EQUITIES CORP.
(Exact Name of Registrant as Specified in its Charter)
0-19041
(Commission File No.)
| Delaware | 30-1104301 | |
(State of Incorporation) |
(I.R.S. Employer Identification No.) | |
901 Northpoint Parkway Suite 302 West Palm Beach FL 33407 |
33407 | |
| (Address of Principal Executive Offices) | (ZIP Code) |
Registrant’s telephone number, including area code: (929) 379-6503
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 | ||
| Common Stock, $0.0001 par value | USAQ | OTCMKTS |
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 24, 2020, USA Equities Corp. a Delaware Corporation (the “Company”), entered into a Consulting Agreement (the “Agreement”) with Jesus Davila (“Davila”), pursuant to which Davila will provide strategic guidance in the expansion of the Company’s physician network in conjunction with the Company’s automated cloud-based SaaS system. Davila will provide his business development and consulting services to the Company for consideration of a onetime stock payment of 100,000 shares of common stock of the Company (the “Share Payment”). The one hundred thousand shares will be issued to Davila within 30 days after the Agreement is signed. The term of the Agreement is twelve months.
Davila brings over 25 years of senior executive experience in the healthcare space. Mr. Davila has a demonstrated specialization and excellence in strategic network development, enterprise business development and morbidity risk management. Early in his career, Mr. Davila was instrumental in the launch and development of Florida’s first Medicaid HMO-Century Health Plans, spearheading membership growth until its eventual acquisition by Physicians Care of America-PCA. In 2004, shortly before its initial public offering; WellCare Health Plans recruited Mr. Davila to build and lead South Florida’s Medicare Advantage internal sales organization. Mr. Davila’s tenure oversaw strategic geographic market expansions and membership growth to a territory yield of $500 Million in annual premium revenue. In 2010 Mr. Davila was recruited to launch operations for start-up Managed Healthcare Partners-MHP; during which time Mr. Davila developed the company’s physician provider network, internal sales organization, member services and risk management protocols in addition to the acquisition and expansion of its flagship medical center staff-models-CareMax Medical Center Group; leading the organization from start-up to a $50 Million valuation in under 4years. Most recently, Mr. Davila coordinated the national development of a medical device manufacturer from start-up to over 500 multi-specialty recurring physician customers.
The Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the Agreement is subject to, and qualified in its entirety by, the Agreement, which is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
Please see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 3.02.
Item 7.01 Regulation FD Disclosure.
On August 24, 2020, we issued a press release entitled “Medical Practice Income, Inc., A Subsidiary of USA Equities Corp., Announces the Appointment of Mr. Jesus Davila as a Strategic Advisor in Connection with the Expansion of its Physician Network” A copy of the press release is furnished herewith as Exhibit 99.1.
The information in this Item 7.01 of this Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. The information in this Item 7.01 of this Form 8-K also shall not be deemed to be incorporated by reference into any filing under the Act or the Securities Exchange Act of 1934, except to the extent that we specifically incorporate it by reference.
ITEM 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| 10.1 | Consulting Agreement between USA Equities Corp. and Jesus Davila on August 24, 2020. | |
| 99.1 |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this current report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: August 24, 2020 | ||
| USA Equities Corp. | ||
| /s/ Troy Grogan | ||
| Name: | Troy Grogan | |
| Title: | CEO and Chairman | |
EXHIBIT 10.1
USA Equities Corp CONSULTING AGREEMENT
This Consulting Agreement (this “Agreement”) is made and entered into August 24, 2020 (the “Effective Date”) by and between USA Equities Corp a Delaware Corporation (the “Company”), and Jesus Davila, an individual (“Consultant”).
WHEREAS, Consultant has been selected based on Consultant’s business, technical and other knowledge and experience related to the Company’s business. Consultant is willing to provide Services (as defined below) to the Company and the Company desires to receive such Services provided by Consultant under the terms and subject to the conditions described herein.
NOW, THEREFORE, the Company and Consultant agree to the following:
1. Consulting Services. Commencing on date hereof, the Company retains Consultant, and Consultant hereby agrees to serve, as a consultant to the Company. Consultant agrees, on a best efforts basis, to provide the following services to and for the benefit of the Company: (a) provide guidance and strategic guidance in the expansion of the Company’s physician network in conjunction with the Company’s automated cloud-based Software as a Medical Device (SaMD); (b) develop, review and comment on the Company’s communication strategies for corporate, shareholder and investor awareness and relations, as well as its related presentations and materials; (c) specifically, communicate directly with potential investors, strategic partners and potential customers of the Company by telephone, electronic mail, direct mail and in person; (d) develop a database of potential investors, strategic partners and potential customers for the Company and (e) provide consulting services to the Company at its request, including a reasonable amount of informal consultation in person, over the telephone, by email, or otherwise as requested by the Company. For purposes of this Agreement, the “Business of the Company” shall mean the development and commercialization of proprietary software tools and approaches, providing more granular, timely and specific clinical decision-making information for practicing physicians and other health care providers to address today’s obese, diabetic and chronic disease population. The Company is developing a high-level, fully automated cloud-based Software as a Medical Device (SaMD) system named the Quality Health Score Lab Expert System (“QHSLab”) which will provide physicians and other healthcare organizations with an advanced platform to securely capture and store patient information electronically in a secure database. The patients’ data is intelligently filtered, analyzed and processed according to specific and proprietary algorithms.
2. Performance of Services. The manner in which the Services are to be performed and the specific hours to be worked by Consultant shall be within Consultant’s control, Consultant will provide as many hours of the Services as may be reasonably necessary to fulfill Consultant’s obligations under this Agreement.
3. Reimbursement and Compensation.
(a) The Company will reimburse Consultant for reasonable out-of-pocket expenses incurred by Consultant in providing Services at the Company’s request from time to time, provided that such expenses conform to the Company’s policies and have been approved in advance by an officer of the Company.
(b) Share Payment. The Company shall pay a onetime stock payment of 100,000 shares of rule 144 restricted common stock of the Company (the “Share Payment”). One Hundred Thousand shares common stock will be issued by the Company, within 30 days after this agreement is signed and will be fully earned as of the date of issuance. Consultant acknowledges that the 100,000 shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), will be subject to a Rule 144 stop transfer order and restrictive legend and may only be sold if registered or in accordance with an exemption from the registration requirements of the Securities Act.
4. Independent Contractor. Consultant’s relationship with the Company is that of an independent contractor and not that of an employee. Consultant has no authority to obligate the Company by contract or otherwise. Consultant will not be eligible for any employee benefits, nor will the Company make deductions from Consultant’s fees for taxes (except as otherwise required by applicable law or regulation). Any taxes imposed on Consultant due to activities performed or payments or grants received hereunder will be the sole responsibility of Consultant.
5. Confidentiality. Consultant agrees as follows:
(a) At all times during the term of Consultant’s association with the Company and thereafter, Consultant will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company’s Confidential Company Information (as defined below), except to the extent such disclosure, use or publication may be required in direct connection with Consultant’s performing requested Services for the Company or is expressly authorized in writing by an officer of the Company.
(b) The term “Confidential Company Information” shall mean any and all trade secrets, confidential knowledge, know-how, data or other proprietary information or materials of the Company or entrusted to it in confidence by third parties. By way of illustration but not limitation, Confidential Company Information includes: (i) any and all inventions, ideas, software, data bases, customer and patient information, samples, specimens, media, prototypes, processes, formulas, data, know-how, improvements, discoveries, developments, designs and techniques, as well as procedures and formulations for producing or testing any thereof; and (ii) information regarding research or development plans, protocols or results; new products and product plans; marketing and selling plans and results; business plans; unpublished budgets and financial information; non-public information about licenses, collaborations, prices, costs, suppliers or customers, in each case whether actual or prospective.
(c) Consultant’s agreements in this Section 5 are intended to be for the benefit of the Company and any third party that has entrusted information or physical material to the Company in confidence.
6. Noncompetition and Nonsolicitation of Employees.
(a) During the term of this Agreement, Consultant promptly will notify the Company of any activity that Consultant is engaged in, or anticipates engaging in, which competes in any way with the Business of the Company. In the event that Consultant is engaged, or intends to engage, in any activity that competes with the Business of the Company, the Company may elect to terminate Consultant’s Services immediately.
(b) During the term of this Agreement and for one (1) year after its termination or expiration, Consultant will not recruit, solicit or induce any employee of the Company to terminate his or her employment with the Company, nor encourage or assist others to do so. During the term of this Agreement and for one (1) year after its termination or expiration, Consultant will not solicit or induce any customer of the Company to cease conducting business with the Company or seek similar services from a competitor of the Company, nor encourage or assist others to do so.
(c) If any restriction set forth in Section 5(a) or 5(b) above is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities and geographic area as to which it may be enforceable.
7. No Violation of Third-Party Rights. Consultant represents and warrants that the Services to be performed by Consultant under this Agreement will not misappropriate any intellectual property or other rights of any third party. Consultant agrees not to bring to the Company or to use in the performance of Services any confidential information of any third party, unless Consultant has authorization from such third party for the possession and unrestricted use thereof.
8. Term and Termination.
(a) Unless sooner terminated as provided herein, the term of Consultant’s appointment and Services under this Agreement shall be one (1) year starting on the Effective Date, and renewing automatically thereafter for an additional one year period (the “Term”). Either Consultant or the Company may terminate the Term at any time upon fifteen (15) days’ prior notice, with or without cause.
(b) The obligations set forth in Sections 4, 5(b), 6, 8, 10 and 11 will survive any termination or expiration of this Agreement. Upon termination or expiration of this Agreement, Consultant will promptly deliver to the Company all documents and other materials of any nature pertaining to the Services, together with all documents and other items containing or pertaining to any Confidential Company Information.
9. Limitation of Liability; Indemnification. The Consultant shall have no liability or obligations to the Company whatsoever for any actions or omissions taken in his capacities as such. In the event Consultant is made, or threatened to be made, a party to any threatened, pending, or contemplated action or proceeding, whether civil, criminal, administrative, or investigative, arising out of or related to the Services, Consultant shall be indemnified by the Company, and the Company shall advance to Consultant related expenses incurred in defense of such action, to the fullest extent permitted by applicable law (including, but not limited to, under the applicable laws of the State of Delaware). The Company acknowledges that the foregoing indemnification is a material inducement to Consultant to provide the Services and that Consultant would not agree to serve on the Consultancy in the absence of the foregoing indemnification.
10. Assignment; Third-Party Beneficiary. This Agreement shall bind and benefit the parties and their respective successors, heirs, executors, and administrators; provided, however, that Consultant shall not subcontract, assign or delegate Consultant’s obligations under this Agreement, either in whole or in part, and any attempt to do so will be void.
11. Remedies. Because the Services are personal and unique and because Consultant may have access to and become acquainted with the Confidential Company Information, the Company shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without having to post any bond that might otherwise have to be provided, without prejudice to any other rights and remedies that the Company may have for a breach of this Agreement.
12. Miscellaneous. This Agreement shall be governed by and construed according to the laws of the state of Florida, without regard to any conflicts of laws rules to the contrary. This Agreement is intended to supplement, and not to supersede, any rights the Company may have in law or equity with respect to the protection of trade secrets or confidential or proprietary information. This Agreement constitutes the final, exclusive, and complete understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings and agreements regarding that subject matter. This Agreement may be amended or modified only in a writing signed by both parties. No waiver hereunder shall be enforceable unless in a written document signed by the party to be bound, nor shall any waiver in one instance constitute a waiver of any other breach of the same or any other provision of this Agreement. Any notices required or permitted hereunder shall be directed to the addresses listed on the signature page of this Agreement, or to such other address as the intended recipient shall specify in writing pursuant to this notice provision. Notices shall be deemed given upon actual delivery or three (3) days after the date of mailing if sent by certified or registered mail. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument.
In Witness Whereof, Consultant and the Company have executed this Agreement as of the Effective Date.
| USA Equities Corp | CONSULTANT | |||
| By: | ||||
| Name: | Troy Grogan | Name: | Jesus Davila | |
| Title: | President | |||
| Address: | 901 Northpoint Parkway, Suite 302 West Palm Beach FLORIDA 33407 |
Address: | ||
EXHIBIT 99.1
Medical Practice Income, Inc., A Subsidiary Of USA Equities Corp., Announces the Appointment Of Mr. Jesus Davila as a Strategic Advisor In Connection With the Expansion of Its Physician Network
West Palm Beach, FL – August 24, 2020 – USA Equities Corp. (OTC Link: USAQ), a company focused on value-based healthcare solutions and physician-directed digital medicine is proud to announce the addition of Mr. Davila to the executive advisory team. With more than 25 years of experience in healthcare, Mr. Davila has demonstrated specialization and excellence in physician network development.
Early in his career, Mr. Davila was instrumental in the launch and development of Century Health Plans (Medicaid MSO), facilitating growth and the eventual acquisition by PCA. Mr. Davila led business development for WellCare Health Plans, a Medicare sales organization, and was responsible for overseeing the growth in a $500 million-dollar market, consisting of more than 20,000 affiliated Medicare beneficiaries throughout South Florida. He also oversaw the implementation of internal sales organizations, provider relations, and member support units tailored to the development and support of medical center staff models specializing in the unique needs required for growth, retention, and risk management of medical insurance beneficiaries. Most recently, Mr. Davila coordinated the national development of a medical device manufacturer from start-up to over 500 family medicine recurring-revenue physician customers.
“Medical Practice Income is the premier platform for chronic disease intervention and management, designed to generate revenue for the non-specialist practitioner using tomorrow’s technology, today. I’m thrilled to be joining the team and assisting in making this significant development available to an expanding network of physicians,” said Mr. Davila. Troy Grogan, President and CEO of Medical Practice Income shared a similar sentiment about the addition of Mr. Davila saying “We’re excited to welcome him to our strategic development team, Mr. Davila is an extraordinarily talented healthcare leader, his deep network and understanding of the needs of physicians, especially independent physicians and their patients will be invaluable to the launch phase of our automated cloud-based Software as a Medical Device (SaMD) platform”
About USA Equities Corp (OTC Link: USAQ)
On December 20, 2019 USA Equities Corp entered into and consummated a share exchange with the former stockholders of Medical Practice Income, Inc. (MPI), a Florida corporation. As a result of the Share Exchange, MPI became our wholly-owned-subsidiary. We are focused on value-based healthcare solutions, clinical informatics and algorithmic personalized medicine including digital therapeutics, behavior based remote patient monitoring, chronic care and preventive medicine. The Company’s intellectual properties, products and information service portfolio is directed towards prevention, early detection, management and reversal of cardio-metabolic and other chronic diseases. Our principle objectives are to develop proprietary software tools, devices, and approaches, providing more granular, timely, and specific clinical decision-making information for practicing physicians and other health care providers to address todays obese, diabetic and cardiovascular disease population and is located in West Palm Beach, Florida. For more information, visit www.MedicalPracticeIncome.com/discover .
Forward-Looking Statements
This press release contains forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties. These statements have not been based solely on historical facts but on USA Equities Corp current expectations about future events and results. You should consider that as such statements relate to future matters, they are subject to various inherent risks, uncertainties and assumptions that could cause actual results or events to differ materially from expectations described in the forward-looking statement. Various important factors could cause actual results or events to differ materially from the forward-looking statements that USA Equities Corp makes, including, but not limited to, the risk that software development and studies may be delayed and may not have satisfactory outcomes, the risk that costs required to continue our Software as a Service (SaaS) or to expand our operations will be higher than anticipated and other risks described in the “Risk Factors” section of our Annual Report on Form 10-K filed by USA Equities Corp with the SEC on February 21, 2020. Except where required by law, USA Equities Corp. has no intention to update or revise forward looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this presentation. None of USA Equities Corp Directors, Consultants, or any other person named with their consent in this presentation can assure you that any forward-looking statement or result expressed or implied by any forward-looking statement will be achieved.
| Investor & Media Contact: | |
| Olivia Giamanco | |
| Medical Practice Income, Inc. | |
| (929) 374-6503 | |
| Admin@medicalpracticeincome.com |