AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of Report (Date of earliest event reported): January 5, 2015
name of registrant as specified in its charter)
or other jurisdiction
of principal executive offices)
telephone number, including area code
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):
[ ] 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))
into a Material Definitive Agreement.
of Traditions Home Care, Inc.
January 5, 2015, Accelera Innovations, Inc. (“we,” “us,” “our,” or the “Company”)
entered into a stock purchase agreement (the “Traditions SPA”) with Traditions Home Care, Inc. (“Traditions”),
a provider of home health care services, as well as Sonny Nix and John Noah (collectively the “Sellers”), pursuant
to which we agreed to purchase, and the Sellers agreed to sell, all of their shares of Traditions, collectively representing all
of the outstanding shares of common stock of Traditions, as well as all of Traditions’ assets, for an aggregate purchase
price of $6,000,000.00 (the “Purchase Price”). The Purchase Price is to be paid by us as follows: $3,000,000.00 on
or before March 31, 2015 (the “Closing Date”), $1,500,000 six months after the Closing Date, and $1,500,000.00 twelve
months after the Closing Date. However, we have the right to extend the Closing Date by an additional forty-five (45) days, in
order for us to secure the requisite funding, so long as we give notice to the Sellers on or before March 1, 2015. The Traditions
SPA contains customary representations and warranties, and is subject to certain events of default.
have also agreed to hire Sonny Nix (“Nix”) as Traditions’ Chief Executive Officer, pursuant to the terms of
the employment agreement attached as Exhibit B to the Traditions SPA (the “Employment Agreement”). The Employment
Agreement will only become effective upon closing of the Traditions SPA. Under the Employment Agreement, Nix will become the Chief
Executive Officer for Traditions for a period of three years beginning on the Closing Date and pay him an annual base salary of
$150,000 plus a bonus in an amount equal to 5% of the increase in Traditions’ gross revenue from the base gross revenue
earned in the previous year, and an additional amount equal to 10% of the base earnings before interest, taxes, depreciation and
amortization (“EBITDA”) increases of Traditions from the base EBITDA of Traditions in the previous year. In addition,
Nix will be entitled to three weeks of vacation, twelve sick days, and health benefits. Nix is subject to a restriction on solicitation
of Traditions’ customers or clients following termination of his Employment Agreement for a period of one year.
foregoing descriptions of the Traditions SPA and Employment Agreement are qualified in their entirety by reference to such agreements
which are filed as Exhibit 10.1 hereto and are incorporated herein by reference.
January 9, 2015 we issued a press release regarding the execution of the Traditions SPA. The press release is attached
hereto as Exhibit 99.1 and incorporated herein by this reference.
information contained in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability
of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such
Statements and Exhibits
Purchase Agreement between Accelera Innovations, Inc. and Traditions Home Care, Inc. dated January 5, 2015.|
Release dated January 9, 2015 (furnished herewith).|
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.
January 9, 2015
John F. Wallin|
||John F. Wallin|
Chief Executive Officer|