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ITEM 2.01 |
COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. |
On
October 13, 2004, VisualMED Clinical Solutions Corp. (formerly known as Ancona
Mining Corporation), a Nevada corporation (“VisualMED”) completed
the acquisition (the “Acquisition”) contemplated by the Agreement,
dated as of September 23, 2004, between VisualMED and Visual Healthcare Corp.
(formerly known as VisualMED Clinical Systems Corp.), a Nevada corporation (“VHCC”).
At the closing, VisualMED acquired from VHCC Distribution Rights (as defined
below) a suite of clinical software modules, as well as some minor office equipment
and all of the issued and outstanding common shares of VisualMED Marketing Inc.,
an inactive company with no revenue, in exchange for 31,866,000 restricted shares
of common stock, par value $0.0001 per share, of VisualMED. As a result of the
Acquisition, VisualMED has the right to exploit, commercialize, distribute,
install, support and upgrade (the “Distribution Rights”) clinical
software modules owned by VHCC. VisualMED’s Distribution Rights are worldwide,
except for that part of the United States market, as well as the Chinese and
the Japanese language markets, regarding which VHCC has entered into similar
agreements with other non-related companies.
The
VisualMED System
The
VisualMED system is a suite of software modules that constitute a comprehensive,
state of the art, fully functional Clinical Information System. VisualMED is
an informatics tool that enables the physician to make informed diagnostic and
therapeutic decisions at the point of care. The system communicates with existing
legacy systems including admissions, pharmacy, laboratory, radiology and picture
archival and communications systems through Health Language 7 (HL-7) interfaces.
Through its interfaces, VisualMED captures all clinical information available
on every hospitalized patient at any given moment, representing the totality
of data required by the hospital clinical staff to perform their duties. Healthcare
personnel are able to access information culled from a variety of different
sources through this single software solution. The VisualMED system has the
following functionality:
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Electronics Medical Record. Our electronic medical record
system replaces paper-based activities by doctors and nurses. All patient
care is prescribed and documented in an electronic media that may include
wireless devices with remote access via an Internet portal. All of a patient’s
medical history is securely stored in a central database for easy access
by the attending healthcare professionals. The information is accessed through
a series of computer workstations placed in every ward, within easy reach
of the doctors and nurses responsible for those patients. |
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Core Computerized Physician Order Entry (CPOE). The CPOE
module is a method of giving patient prescriptions and other medical orders
in an electronic mode. This form of automation of medical acts has many
advantages, such as, the speedy transmission of orders through the hospital,
and the elimination of errors due to ineligible handwriting. As a result,
a CPOE module is believed to contribute to better patient safety. Furthermore,
a CPOE module combined with decision support information would contribute
to eliminating many common medical errors that occur on a daily basis, such
as dosage errors and harmful drug interactions. |
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Clinical Decision Support. VisualMED decision support helps
the physician validate his therapeutic decisions in real time while prescribing
medication. This activity is supported by an extensive knowledge base containing
thousands of user cases and thousands of decisional algorithms with 30 levels
of decision support. |
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Adverse Drug Events (ADE’s) Prevention. We believe
our VisualMED system helps prevent ADE’s, which often cause prolonged
hospitalization and death. In addition, we believe our system helps reduce
medication side effects and avoid duplication of prescriptions, lab tests
and radiology exams by bringing important clinical anformation to the attention
of the physician in real time at the point of care. Through our system,
the availability of medical charts is immediate, and can be securely encrypted
and transmitted worldwide via the Internet. |
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Medical Audits. The implementation of the VisualMED system
in a hospital setting allows for audit of medical procedures and their outcomes.
The medical audit mechanism also assures that appropriate regulatory standards
are being met. The use of biometric electronic signature provides data security
at the highest level. |
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ITEM 3.02 |
UNREGISTERED SALES OF EQUITY SECURITIES |
Pursuant
to the Acquisition, VisualMED issued 31,866,000 restricted shares of common
stock to VHCC. As a condition to the Acquisition, VisualMED concluded a private
placement on March 15, 2005, pursuant to which it issued:
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1,321,759
common shares and 1,321,759 warrants to purchase common stock at an exercise
price of $1.25 per share to Capex Investments Ltd. in consideration of
$991,319.25; |
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553,370
common shares and 553,370 warrants to purchase common stock at an exercise
price of $1.25 per share to Aton Select Fund Ltd. in consideration of
$415,027.50; |
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400,438
common shares and 400,438 warrants to purchase common stock at an exercise
price of $1.25 per share to Asset Protection Fund Ltd. in consideration
of $300,328.50; |
In
consideration for professional services rendered to VisualMED in connection
with the private placement, VisualMED issued:
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233,333
warrants to purchase common stock at an exercise price of $0.0001 per
share to Stephane Solis as a finder’s fee; |
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25,000
common shares to Claude Pellerin for professional services rendered to
VisualMED; and |
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15,000
common shares to the legal firm of HPS Inc., in consideration of legal
services rendered to VisualMED. |
In
connection with the closing of this private placement, we entered into:
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a
finder’s fee agreement, dated as of March 21, 2005 with Stephane
Solis and issued Mr. Solis 233,333 warrants at an exercise price of $0.001
per share as a finder’s fee in payment for the closing of the private
placement. The agreement also provides that upon the exercise of the warrants
issued under the Acquisition, Mr. Solis is entitled to receive a cash
fee of 5% of the proceeds and an additional 166,667 warrants at an exercise
price of $0.001 per share, or a pro rata amount if less than all warrants
issued under the Acquisition are exercised; and |
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a
registration rights agreement with HPS Inc., Claude Pellerin, Stephane
Solis and VHCC, pursuant to which we agreed to file a registration statement
with, and use our reasonable best efforts to cause such registration statement
to be declared effective by, the SEC registering the resale of the common
stock issued in the private placement and the underlying common stock
upon the exercise of warrants issued in the private placement. |
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Item 9.01 |
Financial Statements and Exhibits. |
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(d) |
Exhibits. |
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10.1 |
Acquisition
Agreement dated September 23, 2004, between VisualMED and VHCC (incorporated
by reference to Exhibit 10.1 to VisualMED’s Current Report on Form
8-K filed with the SEC on October 19, 2004).
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10.2 |
Finders Agreement dated March 21, 2005, by and between Stephane Solis and the Company (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form SB-2 (Registration No. 333-125348) filed with the SEC on August 8, 2005). |
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10.3 |
Memorandum of a Consultant Agreement dated March 7, 2005, by and between Claude Pellerin and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form SB-2 (Registration No. 333-125348) filed with the SEC on August 8, 2005). |
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10.4 |
Common
Stock Purchase Agreement, dated as of March 24, 2005, by and among the
Company and Capex Investments Ltd., Asset Protection Fund Ltd. and Aton
Select Fund Ltd. (incorporated by reference to Exhibit 10.6 to the Company’s
Registration Statement on Form SB-2 (Registration No. 333-125348) filed
with the SEC on August 8, 2005).
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10.5 |
Registration
Rights Agreement dated as of March 24, 2005, by and among the Company
and HPS Inc., Claude Pellerin, Stephane Solis and VHCC (incorporated by
reference to Exhibit 10.7 to the Company’s Registration Statement
on Form SB-2 (Registration No. 333-125348) filed with the SEC on August
8, 2005). |
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10.6 |
Warrant
dated March 23, 2005 by the Company in favor of Capex Investments Ltd.
(incorporated by reference to Exhibit 10.3 to the Company’s Registration
Statement on Form SB-2 (Registration No. 333-125348) filed with the SEC
on August 8, 2005). |
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10.7 |
Warrant
dated March 24, 2005 by the Company in favor of Asset Protection Fund
Ltd. (incorporated by reference to Exhibit 10.4 to the Company’s
Registration Statement on Form SB-2 (Registration No. 333-125348) filed
with the SEC on August 8, 2005). |
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10.8 |
Warrant dated March 24, 2005 by the Company in favor of Aton Select Fund Ltd. (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form SB-2 (Registration No. 333-125348) filed with the SEC on August 8, 2005). |
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4
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.
| December
7 , 2005 |
VISUALMED
CLINICAL SOLUTIONS CORP.
(Registrant) |
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By: |
/s/ Gerard Dab
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Gerard
Dab
Principal Executive Officer, Secretary and
a member of the Board of Directors |
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Exhibit Index
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10.1 |
Acquisition Agreement dated September 23, 2004, between VisualMED and VHCC (incorporated by reference to Exhibit 10.1 to VisualMED’s Current Report on Form 8-K filed with the SEC on October 19, 2004). |
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10.2 |
Finders Agreement dated March 21, 2005, by and between Stephane Solis and the Company (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form SB-2 (Registration No. 333-125348) filed with the SEC on August 8, 2005). |
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10.3 |
Memorandum of a Consultant Agreement dated March 7, 2005, by and between Claude Pellerin and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form SB-2 (Registration No. 333-125348) filed with the SEC on August 8, 2005). |
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10.4 |
Common Stock Purchase Agreement, dated as of March 24, 2005, by and among the Company and Capex Investments Ltd., Asset Protection Fund Ltd. and Aton Select Fund Ltd. (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form SB-2 (Registration No. 333-125348) filed with the SEC on August 8, 2005). |
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10.5 |
Registration Rights Agreement dated as of March 24, 2005, by and among the Company and HPS Inc., Claude Pellerin, Stephane Solis and VHCC (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form SB-2 (Registration No. 333-125348) filed with the SEC on August 8, 2005). |
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10.6 |
Warrant dated March 23, 2005 by the Company in favor of Capex Investments Ltd. (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form SB-2 (Registration No. 333-125348) filed with the SEC on August 8, 2005). |
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10.7 |
Warrant dated March 24, 2005 by the Company in favor of Asset Protection Fund Ltd. (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form SB-2 (Registration No. 333-125348) filed with the SEC on August 8, 2005). |
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10.8 |
Warrant dated March 24, 2005 by the Company in favor of Aton Select Fund Ltd. (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form SB-2 (Registration No. 333-125348) filed with the SEC on August 8, 2005). |
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