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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): December 4, 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
December 4, 2023,
InnovaQor, Inc. (the “Company”) issued a press release announcing that Darrell Peterson, our Chief Executive Officer, would
be interviewed on Uptick Newswire’s “Stock Day” podcast with Matthew Dunehoo. A copy of the press release is attached
hereto as Exhibit 99.1 and a transcript of the interview is attached hereto as Exhibit 99.2.
The
information furnished pursuant to this Item 7.01, including Exhibits 99.1 and 99.2, 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:
December 8, 2023 |
INNOVAQOR,
INC. |
|
|
|
|
By: |
/s/
Darrell Peterson |
|
|
Darrell Peterson |
|
|
Chief
Executive Officer |
|
|
(principal
executive officer) |
Exhibit
99.1
INNOVAQOR,
INC. PROVIDES UPDATE ON CURALLO PRODUCT AND CONTEMPLATED SHARE EXCHANGE
WEST
PALM BEACH, Fla. (December 4, 2023) — InnovaQor, Inc. (OTC: INQR) Chief Executive Officer, Darrell Peterson recently joined Stock
Day host Matthew Dunehoo to provide an update on the development of Curallo and discuss the preferred share exchange offer contemplated
by the Company.
Dunehoo
began the interview by asking Peterson to provide an update on the business and especially the status of the Curallo product that had
been discussed on a previous show.
Peterson
explained that the current business is stable and that significant upgrades had recently been completed on the Company’s EHR product,
Medical Mime. He confirmed renewed sales and marketing efforts to add more revenue from existing products.
Peterson
then provided an update on Curallo, the next-generation platform for medical professionals being built by InnovaQor. He explained that
this was an exciting product from both a differentiated service offering and revenue opportunity. He confirmed that a demonstration of
the Curallo product was now available on the website www.curallo.com and further described the intention to start creating a community
of Curallo users.
Dunehoo
then asked Peterson to further explain the contemplated share exchange offer that had recently been announced by the Company.
Peterson
explained that the Company was attempting to avoid a reverse split to restructure the Company’s capital and was instead contemplating
the exchange offer as a mechanism to reduce the number of common shares currently outstanding. He described how the Company was considering
a minimum exchange offer price of $0.005 for common shares in exchange for preferred shares that would have a mandatory conversion in
three and four years and voiced his hope that this would be accepted by common shareholders and well received in the marketplace.
Dunehoo
stated his opinion that this was a was a very interesting and attractive alternative to a reverse split and voiced that he liked the
minimum exchange price of $0.005 for common shares. He asked Peterson if he could confirm that InnovaQor is not completing a reverse
split.
Peterson
stated that it was not possible to guarantee the Company will not have to complete a reverse split but confirmed the intention to do
everything possible to avoid one. He explained that a preferred E or F shareholder would be locked into a stated value of shares as opposed
to a number of common shares.
Dunehoo
finished the interview by asking Peterson what message he would like the listeners to take away from today’s show. Peterson thanked
Dunehoo for the opportunity to update his listeners about InnovaQor and voiced his hope that the audience would recognize the vision
and efforts to build a viable business. He finished by inviting the audience to visit the Company’s websites to find more information
and updates on the various projects.
To
hear Darrell Peterson’s entire interview follow the link to the podcast here:
https://audioboom.com/posts/8410587-innovaqor-inc-is-featured-on-the-stock-day-podcast
For
further information on InnovaQor, Inc., and all the Company’s products please visit www.innovaqor.com
About
InnovaQor, Inc.
InnovaQor
delivers innovative technology and software solutions for the medical sector and intends to build a communication platform 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
Exhibit
99.2
InnovaQor,
Inc. (INQR) Interview
CEO
Darrell Peterson – Uptick News- December 2023
Speakers:
Matthew Dunehoo and Darrell Peterson
Dunehoo:
On today’s show, we’re talking to a company that has been on the show before. The company is InnovaQor, Inc. and they
trade on the OTC Market under the trading symbol ‘INQR’. We would like to welcome back the CEO of the company, Darrell Peterson.
Welcome back Darrell, we look forward to you giving us an update and telling us about the progress you are making with InnovaQor.
Peterson:
Thank you, Matthew. I am glad to be back on the show. I appreciate the opportunity to update your audience and our shareholders on
what we believe is exciting progress for InnovaQor.
Dunehoo:
Excellent. Thank you, Darrell. You just announced something very interesting for an OTC company. But, before I get to that, let’s
talk a little bit about the business. Darrell, can you tell us about what is happening with the business? And we especially want an update
on Curallo, which is the new platform that we spoke about the previous time you were on Stock Day.
Peterson:
Matthew, our current business is stable and continues to have numerous opportunities for revenue growth. We have recently completed
significant upgrades and added additional features to the Medical Mime EHR product and are renewing our sales efforts to grow the existing
revenues by having those features showcased. Curallo, our next-generation platform for medical professionals, is the most exciting product
InnovaQor is working on from both a revenue opportunity and a differentiated service offering. We now have the first version of the platform
built and available as a demonstration on our website. We believe your audience and our shareholders will be impressed with the features
Curallo will offer and more importantly, the revenue opportunities this product will create for InnovaQor. Launching this demonstration
will allow us to start creating a community of Curallo users. We believe some of these users will engage with the company to provide
input and opinions as we start the bigger project of building a full working project for the marketplace. Hopefully, your audience will
have the opportunity to visit InnovaQor’s website or directly visit the Curallo website at curallo.com.
Dunehoo:
For anyone listening, the spelling is “Curallo”: C-U-R-A-L-L-O. That sounds really exciting and is something that will
differentiate InnovaQor as a company. I know your team is excited about it. As I said earlier, you had announced something a little unusual
for an OTC company, you are contemplating an exchange offer to ask shareholders to swap their common shares for preference shares for
three to four years. Can you explain exactly what that means a little further for our listeners?
Peterson:
Matthew, we are trying to be creative and protective of our shareholders. As everyone knows, it is not unusual for a small OTC company
such as ours to complete a reverse split to restructure the company’s capital in an effort to create a more attractive share price
for the new investors. The exchange offer, as contemplated, would reduce the number of common shares issued. We hope this will be well
received by the marketplace and reflect a more attractive price for investors. We are considering a minimum exchange offer of .005 and
we believe that the three to four years before mandatory conversion back to common shares will give us a chance to secure more new capital
and to build a much more valuable company.
Dunehoo:
Thanks for recapping all of that and let me ask you, Darrell, for anyone who doesn’t have a chance to go back and listen to
this again and catch all of the details, is this spelled out somewhere on your website just yet? Do you have this laid out for people
to review on their own in their own time?
Peterson:
We don’t have the actual offering spelled out yet on the website because it is new. All we have announced is that we were contemplating
it and we were creating the shares that will be issued. Over the next couple of days, we are trying to formulate more of how this process
will go and then it will be available for shareholders to review. We will make it available for the shareholders to see before it is
actually executed.
Dunehoo:
Excellent, that is all I needed to know. Well it is very interesting and as you say creative. I definitely like the sound of a minimum
exchange price of .005 and look forward to seeing this evolve in the coming weeks. It is certainly a more attractive alternative to the
dreaded reverse split. So, to be clear, you’re telling me that InnovaQor is not doing a reverse split?
Peterson:
Well, the reason for contemplating this exchange offer is to avoid the completing of a reverse split of our common stock. It is not
possible to guarantee that we will not have to do a reverse split but we intend to do everything possible to avoid one. It is also the
case that a preferred E or F shareholder would be locked into the stated value of shares as opposed to a number of shares in the common
stock.
Dunehoo:
Got it, thank you. Well this sounds like a really exciting time for InnovaQor. We look forward to seeing this plan evolve over the
coming weeks and months and look forward to having you back in 30 to 45 days to give us an update. Before we finish up today’s
show, could I ask you if there was one message in particular that you would like our listeners to take away from today’s conversation,
what would that be, Darrell?
Peterson:
Well Matthew, again thank you for giving me the opportunity to update your listeners about InnovaQor. I would like your audience
and our shareholders to recognize our efforts to build a viable business and create shareholder value. I hope everyone takes a look at
our website to further understand our vision. We hope they share our excitement as we endeavor to deliver this vision and create some
real value for our shareholders.
Dunehoo:
My guest today was the CEO of InnovaQor, Inc., Darrell Peterson. InnovaQor, Inc. trades on the OTC Market under the trading symbol ‘INQR’
and the product is Curallo: C-U-R-A-L-L-O. You can learn more about them on InnovaQor’s website or Curallo.com. Darrell, I will
speak to you again soon.
Peterson:
Thank you, again.
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