UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): November 25, 2011

VERTICAL HEALTH SOLUTIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)

7760 France Avenue South, 11th Floor

Minneapolis, Minnesota 55435

(Address of principal executive offices) (Zip Code)

(612) 568-4210

(Registrant’s telephone number, including area code)

N/A

(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):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01               Entry into a Material Definitive Agreement.

On November 25, 2011, Vertical Health Solutions, Inc. doing business as OnPoint Medical Diagnostics (the “Company”), issued a promissory note (the “Note”) to Richard Lindstrom, a member of the Board of Directors (the “Board”) of the Company (the “Lender”), whereby the Company may borrow, from time to time, from the Lender up to $200,000 (the “Maximum Loan Amount”).  Upon the execution of the Note, the Lender remitted $50,000 to the Company (the “Initial Advance”).  Prior to maturity of the Note, the Company may request that the Lender advance additional funds to the Company in increments of $10,000 up to the Maximum Loan Amount (each, a “Subsequent Advance”, and together with the Initial Advance, each an “Advance”).  The Note will accrue interest at a rate of 12% per annum and such interest will be payable in quarterly installments beginning on January 1, 2012 until the Note is repaid in full.  The Note will mature on November 25, 2013.

In connection with each Advance, the Company shall issue the Lender a ten-year warrant (each, a “Warrant”) to purchase a number of shares of the common stock of the Company, par value $0.001 per share equal to the quotient of the amount of such Advance divided by $1.00.  The Warrants have an exercise price of $1.00 per share.

The transaction was reviewed and approved by the Audit Committee of the Company in accordance with the Company’s Audit Committee Charter, and a majority of the independent directors of the Board.

The securities were issued pursuant to the exemption from registration afforded by Section 4(2) of the Securities Act and Rule 506 of Regulation D thereunder.  The Company relied on the following facts in making such exemption available: (i) the offer and sale of these securities was made to one accredited investor and therefore did not exceed the maximum purchaser limitation or violate the general solicitation rules; and (ii) all of the securities have the status of securities acquired in a transaction under Section 4(2) of the Securities Act and cannot be resold without registration or an exemption therefrom.

A complete copy of each of the Note and the form of the Warrants are attached hereto. The foregoing descriptions of the transactions and any other documents or filings referenced herein are qualified in their entirety by reference to such exhibits, documents or filings.

Item 2.03               Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 2.03 by reference.

Item 3.02               Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 3.02 by reference.

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Item 9.01               Financial Statements and Exhibits.

(d)                               Exhibits

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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.

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