Quarterly report pursuant to Section 13 or 15(d)

SHAREHOLDERS EQUITY

v3.21.2
SHAREHOLDERS EQUITY
6 Months Ended
Jun. 30, 2021
SHAREHOLDERS EQUITY  
Note 7 - Shareholders Equity

NOTE 7 – SHAREHOLDERS EQUITY

 

Authorized Capital Stock

 

The following table sets forth information, as of June 30, 2021, regarding the classes of capital stock that are authorized by the Articles of Incorporation of Healthtech Solutions, Inc.

  

Class

 

Shares Authorized

 

 

Shares Outstanding

 

Common Stock, $.001 par value

 

 

200,000,000

 

 

 

29,145,933

 

Series A Preferred Stock, $.001 par value

 

 

156,937

 

 

 

127,430

 

Series B Preferred Stock, $.001 par value

 

 

1,500,000

 

 

 

0

 

Series C Preferred Stock,$.001 par value

 

 

30,000

 

 

 

29,737.184

 

Undesignated Preferred Stock, $.001 par value

 

 

313,163

 

 

 

0

 

NOTE 7 – SHAREHOLDERS EQUITY (Continued)

 

Series A Preferred Stock. Each share of Series A Preferred Stock is convertible by the holder into two thousand (2,000) shares of Common Stock. Each share of Series A Preferred Stock entitles a stockholder to voting rights equivalent to those of 2,000 shares of Common Stock on all matters upon which stockholders are permitted to vote. In the event of our liquidation, dissolution or winding up, after payment of all creditors, holders of our Series A Preferred Stock are entitled to receive, ratably, a preferential payment of $.01 per share, then to share pro rate in the net assets available to stockholders on an as-converted basis.

 

Series C Preferred Stock. The Series C Preferred Stock will give to the its holders 4.9% of the voting power in Healthtech Solutions and a 4.9% liquidation preference. The Series C Shareholders will also be entitled to exchange their Series C Shares for common stock of the Company's subsidiary, Healthtech Oncology, Inc.. The percentage ownership of Healthtech Oncology that the Series C Shareholders will obtain if they exchange their Series C Shares will depend on the amount of cash loaned by Healthtech Solutions to Healthtech Oncology: ranging from 85% ownership, if Healthtech Solutions loans $10 million to Healthtech Oncology, to 100% if Healthtech Solutions makes no loans to Healthtech Oncology. The Series C Shareholders may exchange their shares after April 1, 2023 or earlier if Healthtech Solutions makes a distribution of Healthtech Oncology shares to the shareholders of Healthtech Solutions.

 

Undesignated Preferred Stock. The Board of Directors has authority, without shareholder approval and by resolution of the Board of Directors, to amend the Corporation's Articles of Incorporation to divide the class of undesignated Preferred Stock into series, to designate each such series by a distinguishing letter, number or title so as to distinguish the shares thereof from the shares of all other series and classes, and to fix and determine the following relative rights and preferences of the shares of each series so established.

 

Exchange of Series A Preferred Stock for Common Stock

 

On May 14, 2021 the Company entered into an Exchange Agreement with Richard Parker, who is Medi-Scan's Chief Research Officer. Pursuant to the Exchange Agreement, Mr. Parker's family trust surrendered 29,407 shares of the Company's Series A Preferred Stock, and the Company issued to Mr. Parker's family trust 6,000,000 shares of its common stock and assigned to it 18.75% of the outstanding shares of Medi-Scan, Inc. In addition, Mr. Parker assigned to the Company his intellectual property concerning electromagnetic waveform entrainment technology, and the Company issued to the Parker family trust an additional 250,000 shares of its common stock.

 

Issuance of Series C Preferred Stock for Settlement of Convertible Debentures

 

On May 6, 2021, the Company issued 3,507,164 shares of common shares in exchange for the settlement of the convertible debentures, see Note 8 and Note 9.  These shares were valued at the previous market closing price of $1.14 per share.

Capital Contributions

 

Medi-Scan's founders contributed $4,558 during the three months ended March 31, 2021, and $28,500 during the three months ended March 31, 2020.

 

On May 21, 2020, Medi-Scan entered into agreement with Storm Funding LLC, a company owned by David Rubin. Storm Funding LLC committed to invest $250,000 in exchange for a 25% membership interest in Medi-Scan. At the same time, David Rubin joined Medi-Scan as Executive Chairman. The financing commitment has been fully satisfied.

 

In April and May 2021, the Company issued 8,962,500 shares of common stock for aggregate proceeds of $1,792,500.