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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): November 27, 2023
InnovaQor,
Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
(State
or Other Jurisdiction of Incorporation)
000-33191 |
|
84-0436055 |
(Commission
File Number) |
|
(I.R.S.
Employer Identification No.) |
400
South Australian Avenue, Suite 800, West Palm Beach,
Florida |
|
33401 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
(561)
421-1900 |
(Registrant’s
Telephone Number, Including Area Code) |
(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 under Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
None |
|
None |
|
None |
Indicate
by check mark whether the registrant is an emerging growth company as defined 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 ☒
If
an emerging growth company, indicate by check mark 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
7.01. Regulation FD Disclosure
On
November 27, 2023, InnovaQor, Inc. (the “Company”) issued a press release announcing that the Company had authorized two
new series of preferred stock in contemplation of a potential exchange offer to be made to its common shareholders. A copy of the
press release is attached hereto as Exhibit 99.1.
The
information furnished pursuant to this Item 7.01, including Exhibit 99.1 shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933,
as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item
9.01. Financial Statements and Exhibits
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.
Date:
November 27, 2023 |
INNOVAQOR,
INC. |
|
|
|
|
By: |
/s/
Darrell Peterson |
|
|
Darrell Peterson |
|
|
Chief
Executive Officer |
|
|
(principal
executive officer) |
Exhibit
99.1
INNOVAQOR,
INC. CREATES PREFERRED STOCK; CONSIDERS LAUNCHING EXCHANGE OFFER TO COMMON SHAREHOLDERS
WEST
PALM BEACH, Fla. (November 27, 2023) — InnovaQor, Inc. (OTC: INQR) authorized two new series of preferred stock, the Series E Mandatory
Convertible Preferred Stock and the Series F Mandatory Convertible Preferred Stock, by filing certificates of designation with the Secretary
of State of the State of Nevada on November 22, 2023. The Company authorized the two series of preferred stock in contemplation of a
potential exchange offer to be made to its common shareholders.
The
Company is considering offering common shareholders the opportunity to exchange common shares for a stated value of Series E and Series
F Preferred Stock. The value of common shares exchanged would be divided equally between Series E and Series F Preferred Stock. The Series
E Preferred Stock has a mandatory conversion date of December 31, 2026 and the Series F Preferred Stock has a mandatory conversion date
of December 31, 2027. The stated value each series of preferred stock initially is $100, and increases by $20 upon each anniversary of
issuance.
As
an example, as currently contemplated, if a common shareholder exchanges $1,000 of common shares they will receive $500 of Series E Preferred
Stock and $500 of Series F Preferred Stock.
The
$500 of Series E Preferred Stock shall have a stated value of (i) $600 from the first anniversary of the original issue date until the
day before the second anniversary of the Original Issue Date; and (ii) $700 from and after the second anniversary of the original issue
date until the day before the third anniversary of the original issue date; and (iii) $800 on the third anniversary until the mandatory
conversion date at which time the total stated value of the Series E Preferred Stock ($800.00) would automatically convert to common
stock of the Company at the average closing price of the Common Stock on the 10 Trading Days immediately prior to the mandatory conversion
date.
The
$500 of Series F Preferred Stock shall have a stated value of (i) $600 from the first anniversary of the original issue date until the
day before the second anniversary of the Original Issue Date; and (ii) $700 from and after the second anniversary of the original issue
date until the day before the third anniversary of the original issue date; and (iii) $800 from and after the third anniversary of the
original issue date until the day before the fourth anniversary of the original issue date; and (iv) $900 on the fourth anniversary until
the mandatory conversion date at which time the total stated value of the Series F Preferred Stock ($900.00) would automatically convert
to common stock of the Company at the average closing price of the Common Stock on the 10 Trading Days immediately prior to the mandatory
conversion date.
“We
believe an exchange offer is a viable and exciting alternative to completing a reverse split of our common stock in an effort to make
our Company more attractive to new investors” said Darrell Peterson, CEO of InnovaQor, Inc. “Our Company is entering a phase
where new investors are necessary to help us create a significantly more valuable Company. If successful, an exchange offer would create
more opportunity to our current shareholders than other methods of restructuring our current capitalization to attract investment.”
The
terms and timing of an exchange offer are subject to final approval by the Board of Directors of the Company and market conditions.
For
further information on InnovaQor, Inc., please visit www.innovaqor.com
This
press release is for informational purposes only and is not intended to and does not constitute an offer to subscribe for, exchange,
buy or sell, the solicitation of an offer to subscribe for, exchange, buy or sell, or an invitation to subscribe for, exchange, buy or
sell any securities, nor shall there be any sale, issuance, exchange or transfer of securities in any jurisdiction in contravention of
applicable law. No offer of securities shall be made except by means of a prospectus or other document meeting the requirements of Section
10 of the Securities Act of 1933, as amended, and applicable state securities laws, or an applicable exemption therefrom, and otherwise
in compliance with applicable law
About
InnovaQor, Inc.
InnovaQor
delivers innovative technology and software solutions for the medical sector and has initiated the creation of a communication platform
(Curallo) specifically for the medical sector, which will facilitate communication and collaboration between peers and allow the addition
of revenue generating bolt on offers, including existing solutions and a new recruitment matching product for the healthcare sector.
Forward-Looking
Statements
This
press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States
Private Securities Litigation Reform Act of 1995. Actual results may differ from expectations and, consequently, you should not rely
on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,”
“budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,”
“will,” “could,” “should,” “believes,” “predicts,” “potential,”
“continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements
involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Additional
information concerning these and other risk factors are contained in the Company’s most recent filings with the Securities and
Exchange Commission. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as
of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions
to any forward-looking statements to reflect any change in their expectations or any change in events, conditions or circumstances on
which any such statement is based, except as required by law.
Contact:
Gerard
Dab
561
421 1905
press@innovaqor.com
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