Item 1.01 Entry into a Material
Definitive Agreement.
Share
Purchase
and Option
Agreement
On
June
16,
2016,
Event
Cardio
Group
Inc.,
a
Nevada
corporation
(the
“Company”),
and
certain
of
its
affiliated
entities,
entered
into,
and consummated the transactions contemplated by,
a
Share
Purchase
and
Option
Agreement
(the
“Agreement”)
with
Nick
Bozza,
individually
and
as
nominee
of
the
Nick
Bozza
Family
Trust
(collectively,
“
Mr.
Bozza”), filed as exhibit 10.1 to this report.
Pursuant
to
the
Agreement,
Mr.
Bozza
relinquished
his
rights
under
a
license
granted
by
the
Company
in
2014
to
market
and
distribute
the
Company’s
wireless
cardiac
monitoring
device
in
Canada,
exclusively
within
the
Province
of
Ontario,
and
to
the
repayment
of
certain
indebtedness
of
the
Company
and
its
affiliated
entities.
Each
of
the
parties
also
released
all
claims
which
it
may
have
against
each
of
the
other
parties
to
the
Agreement.
In
addition,
Mr.
Bozza
sold
to
the
Company
20,000,000
shares
of
the
Company’s
common
stock,
together
with
shares
of
the
affiliated
entities.
In
addition,
Mr.
Bozza
granted
the
Company
an
option
to
purchase
the
remaining
9,812,500
shares
of
the
Company’s
common
stock
owned
by
him
for
a
purchase
price
of
US$500,000
at
any
time
prior
to
May
6,
2018.
For
all
the
rights
acquired,
in
addition
to
releasing
Mr.
Bozza
from any claims it may have against him, the Company paid
Mr.
Bozza CAD $1,025,000, or approximately US $850,000.
Subscription
Agreements
On
June
16,
2016,
the
Company
sold
to
Zhenli
Xu,
a
citizen
of
China,
2,500,000
shares
of
the
Company’s
common
stock
and
warrants
to
purchase
an
additional
833,333
shares
of
common
stock,
for
a
purchase
price
of
$375,000, pursuant to a subscription agreement filed as exhibit 10.2 to this report.
The
warrants
may
be exercised at any time prior to December 31, 2019 at an initial exercise price of $0.25 per share.
On
June
15,
2016,
the
Company
sold
to
entities
controlled
by
each
of
Ian
Genoa
and
Michael
Ho
an
aggregate
of
10,000,000
shares
of the
Company’s
common
stock
and
warrants
to
purchase
an
aggregate
of
5,000,000
shares
of
common
stock,
for
a
total
purchase
price
of $1,000,000, pursuant to subscription agreements filed as exhibits 10.4
and 10.6, respectively, to this report. The warrants may be exercised at any time prior to May 26, 2019 at an initial exercise
price of $0.25 per share.