U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period endedSeptember 30, 2015
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number 000-53392
Accelera Innovations, Inc.
(Exact name of small business issuer as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
26-2517763
(I.R.S. Employer Identification Number)
20511 Abbey Drive
Frankfort, Illinois 60423
(Address of Principal Offices)
(866) 866-0758
(Issuer’s Telephone Number)
Not applicable.
(Former name, former address and former fiscal year, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ].
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer [ ] | Accelerated Filer [ ] | Non-Accelerated Filer [ ] | Smaller Reporting Company [X] |
| (Do not check if a smaller reporting company) | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X].
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 44,411,216 shares of common stock, par value $.0001 per share, outstanding as of November 23, 2015.
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015 of Accelera Innovations, Inc. (the “Company”) filed with the Securities and Exchange Commission on November 23, 2015 (the “Form 10-Q”) is to furnish Exhibits 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. No other changes have been made to the Form 10-Q.
This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
EXHIBIT INDEX
| Incorporated by Reference | ||||||||||
| Exhibit No. | Description | Form | Exhibit Number in form | Date of Filing | Filed or Furnished Herewith | |||||
| 3.1 | Certificate of Incorporation | 10 | 3.1 | 08/28/2008 | ||||||
| 3.2 | Certificate of Amendment of Certificate of Incorporation | S-1 | 3.1.2 | 05/22/2012 | ||||||
| 3.3 | Bylaws of the Company | 10 | 3.2 | 08/28/2008 | ||||||
| 3.4 | Certificate of Designations of 8% Convertible Preferred Stock | 8-K | 3.4 | 5/13/2015 | ||||||
| 10.1 | Subscription Agreement by and among Accelera Innovations, Inc. and Synergistic Holdings, LLC, dated as of June 13, 2011 | 8-K | 10.1 | 06/17/2011 | ||||||
| 10.2 | Consulting Agreement by and among Accelera Innovations, Inc. and Accelerated Venture Partners, LLC, dated as of June 16, 2011 | 8-K | 10.4 | 06/17/2011 | ||||||
| 10.3 | Licensing internet based software (CareNav) by and among Accelera Innovations, Inc. and Synergistic Holdings | 8-K | 10.1 | 08/29/2011 | ||||||
| 10.4 | First Amendment and Modification to Licensing Agreement between Synergistic Holdings, LLC and Accelera Innovations, Inc. dated as of April 13, 2012. | 8-K | 10.1 | 04/16/2012 | ||||||
| 10.5 | Company creates 2011 Employee Director and Consultant Stock Plan | 10-K | 10.6 | 04/16/2012 | ||||||
| 10.6+ | Employment Agreement by and among Accelera Innovations, Inc. and John Wallin as CEO | 8-K | 10.1 | 04/30/2012 | ||||||
| 10.7+ | Employment Agreement by and among Accelera Innovations, Inc. and James Millikan as COO | 8-K | 10.2 | 04/30/2012 | ||||||
| 10.8+ | Employment Agreement by and among Accelera Innovations, Inc. and Cindy Boerum as CSO | 8-K | 10.3 | 04/30/2012 | ||||||
| 10.9 | Lock-up and Leek-out Agreement between Accelera Innovations, Inc. and holder of common stock of Accelera Innovations, Inc. | S-1 | 10.5 | 05/22/2012 | ||||||
| 10.10 | Stock Purchase Agreement by and among Accelera Innovations, Inc. and Behavioral Health Care Associates Ltd | 8-K | 10.1 | 12/02/2013 | ||||||
| 10.11 | Operating Agreement by and among Accelera Innovations, Inc. and Accelera Healthcare Management Service Organization LLC | 8-K | 10-2 | 12/02/2013 | ||||||
| 10.12 | Security Agreement by and among Company and Blaise J. Wolfrum MD for Behavioral Health Care Associates Ltd | 8-K | 10-3 | 12/02/2013 | ||||||
| 10.13 | Secured Promissory Note in reference to Stock Purchase Agreement by and among Company and Blaise Wolfrum MD for Behavioral Health Care Associates Ltd | 8-K | 10-4 | 12/02/2013 | ||||||
| 10.14 | Assignment of Stock in reference to Stock Purchase Agreement by and among Company and Blaise Wolfrum for Behavioral Health Care Associates Ltd | 8-K | 10-5 | 12/02/2013 | ||||||
| 10.15+ | Employment Agreement by and among Accelera Innovations, Inc. and Blaise Wolfrum MD as President of the Accelera business unit Behavioral Health Care Associates Ltd, | 8-K | 10-6 | 12/02/2013 | ||||||
| 10.16 | Lock-up and Leak-Out Agreement between Company and Blaise Wolfrum MD | 8-K | 10-7 | 12/02/2013 | ||||||
| 10.17 | Purchase Agreement by and among Accelera Innovations, Inc. and At Home Health Services LLC and All Staffing Services LLC | 8-K | 10-1 | 12/16/2013 |
| 10.18 | Operating Agreement by and among Accelera Innovations, Inc. and At Home Health Management LLC | 8-K | 10-2 | 12/16/2013 | ||||||
| 10.19+ | Employment Agreement by and among Accelera Innovations, Inc. and Rose M. Gallagher as President of Accelera business unit At Home Health | 8-K | 10-3 | 12/16/2013 | ||||||
| 10.20+ | Employment Agreement by and among Accelera Innovations, Inc. and Daniel P. Gallagher as Director of Marketing and Business Development at At Home Health | 8-K | 10-4 | 12/16/2013 | ||||||
| 10.21 | Second Amendment and Modification to Software Technology agreement payment dates by and among Accelera Innovations, Inc. and Synergistic Holdings LLC | 10-K | 10.20 | 04/15/2014 | ||||||
| 10.22+ | Employment Agreement by and among Accelera Innovations, Inc. and Daniel Freeman as CFO | 8-K | 10.1 | 10/08/2014 | ||||||
| 10.23 | Stock Purchase Agreement by and among Accelera Innovations, Inc. and SCI Home Health Inc. | 8-K | 10-1 | 10/14/2014 | ||||||
| 10.24 | Promissory Note by and among Accelera Innovations, Inc. and AOK Property Investments LLC to purchase SCI Home Health Inc. | 8-K | 10-2 | 10/14/2014 | ||||||
| 10.25 | Stock Purchase Agreement by and among Accelera Innovations, Inc. and Grace Home Health Care. Employment Agreement by and among Accelera Innovations, Inc. and Angelo L. Cadiente as CEO of the Accelera business unit Grace Home Health | 8-K | 10.1 | 12/04/2014 | ||||||
| 10.26 | Asset Purchase Agreement by and among Accelera Innovations, Inc. and Watson Health Care Inc. and Affordable Nursing, Inc. dated November 25, 2014. | 8-K | 10.2 | 12/04/2014 | ||||||
| 10.28 | Amendment to Purchase Agreement between Accelera Innovations, Inc. and Traditions Home Health Care Inc. dated January 5, 2015. | |||||||||
| 10.29 | Amendment dated May 7, 2015 to First Amendment and Modification to Licensing Agreement between Synergistic Holdings, LLC and Accelera Innovations, Inc. dated as of April 13, 2012. | |||||||||
| 10.30 | Separation Agreement between Accelera Innovations, Inc. and Daniel Freemen dated as of May 8, 2015. | |||||||||
| 10.31 | Amendment dated May 7, 2015 to Stock Purchase Agreement by and among Accelera Innovations, Inc. and Grace Home Health Care dated November 25, 2014. | |||||||||
| 10.32 | Amendment dated May 10, 2015 to Asset Purchase Agreement by and among Accelera Innovations, Inc., Watson Health Care Inc. and Grace Affordable Nursing, Inc. dated November 25, 2014. | |||||||||
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer and Principal Financial Officer | |||||||||
| 32.1 | Section 1350 Certification of Principal Executive Officer and Principal Financial Officer | |||||||||
| 101.INS | XBRL Instance | X | ||||||||
| 101.SCH | XBRL Taxonomy Extension Schema | X | ||||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase | X | ||||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase | X | ||||||||
| 101.LAB | XBRL Taxonomy Extension Labels Linkbase | X | ||||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase | X |
+ Management compensation plan or arrangement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: November 25, 2015 | ||
| ACCELERA INNOVATIONS, INC. | ||
| By: | /s/ John F. Wallin | |
| John F. Wallin | ||
| Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer) | ||
