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): September 11, 2023
NANO MOBILE HEALTHCARE, INC.
(Exact Name of Registrant as Specified in its Charter)
| Nevada (State or other jurisdiction of incorporation) | 000-55155 (Commission File Number) | 98-0659770 (I.R.S. Employer Identification No.) |
370 Ampola Ave., Suite 200-A
Torrance, CA 90501
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (424) 358-1046
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:
| ☐ | 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)) |
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value of $0.00001 | VNTH | OTCMKTS |
Item 1.01. Entry Into a Material Definitive Agreement.
On September 11, 2023, the Company and its control shareholder entered into an agreement to cancel the September 15, 2022 Securities Purchase Agreement through which all the outstanding shares of the control voting block Preferred stock was sold to Mr. Adam Matruski an EV Charge-stations entrepreneur. Following the execution of this cancellation agreement, the control of the company reverts back to Alpharidge Capital, LLC.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On September 11, 2023, Mr. Adam Matruski resigned from the positions of the President and CEO, Director, Secretary, and Treasurer of the Company. Mr. Matruski’s resignation followed the cancellation of the sale of the shares of control (voting block) Preferred stock of the Company which was sold to Mr. Matruski on September 15, 2022.
On September 11, 2023, following Mr. Matruski’s resignation pursuant to the cancellation agreement, the Company appointed Mr. Roy Watson as its President and CEO, effectively immediately.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
Exhibit No.
10.1 Securities Purchase Agreement
10.2 Board Resolution for the resignation, and appointment of Officers
SIGNATURE
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.
NANO MOBILE HEALTHCARE, INC.
| Date: September 13, 2023 | By: /s/ Roy Watson | |
| Name: | Roy Watson | |
| Title: | Chairman, President and CEO | |
