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SUBSEQUENT EVENTS | 12 Months Ended
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Dec. 31, 2021
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date these consolidated financial statements were issued and has identified the following: Cleared Acquisition On January 18, 2022, the Company acquired Cleared, a rapidly growing nationwide allergy telehealth platform that provides personalized treatments for allergy, asthma, and immunology. Under the terms of the agreement, the Company will acquire all outstanding shares of Cleared at closing in exchange for a $460,000 upfront cash payment, and non-contingent milestone payments for total of $3.46 million ($1.73 million each on or before the first and second anniversaries following the closing date. The Company will purchase a convertible note from a strategic pharmaceutical investor for $507,000. The Company also agreed to a performance-based earnout based on Cleared’s future net sales, payable in cash or shares at the Company’s discretion. We are currently in the process of finalizing the accounting for this transaction and expect to complete our preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed by the end of the first quarter of 2022. ResumeBuild Asset Purchase Agreement In February 2022, WorkSimpli entered into an Asset Purchase Agreement (the “APA”) with East Fusion FZCO, a Dubai, UAE corporation (the “Seller”), whereby WorkSimpli acquired substantially all of the assets, and assumed certain liabilities, associated with the Seller’s business offering subscription-based resume building software through SaaS online platforms (the “Acquisition”). WorkSimpli paid to the Seller a purchase price $4,000,000 and agreed to assume certain liabilities set forth in the APA. The Seller also will be entitled to quarterly payments equal to the greater of 15% of Net Profits (as defined in the APA) or $62,500, for a two-year period ending on the two-year anniversary of the closing of the Acquisition. In no event shall the Seller receive less than $500,000 in Net Profits by the second anniversary of the closing of the Acquisition. WorkSimpli borrowed the purchase price from the Company pursuant to a promissory note with the obligation secured by an equity purchase guarantee agreement and a stock option pledge agreement from Fitzpatrick Consulting, LLC and its sole member Sean Fitzpatrick, who is Co-Founder and President of WorkSimpli. Stock Issued for Service In 2022, the Company issued an aggregate of 197,500 shares of common stock for services rendered. Warrant Exercise In January 2022, the Company issued an aggregate of 22,000 shares of common stock related to the exercise of warrants for total proceeds of $38,500. Stock Option Exercise In February 2022, the Company issued an aggregate of 12,432 shares of common stock related to the cashless exercise of options. Officer Appointment On February 4, 2022, Maria Stan was appointed as Controller and Principal Accounting Officer of the Company. In connection with her appointment as Principal Accounting Officer, Ms. Stan entered into an amendment to her employment agreement with the Company, whereby the Company granted her an additional long-term incentive award of 15,000 RSUs, with 5,000 units vesting on the grant date and the first and second anniversaries of the grant date, and 50,000 Performance Stock Units (“PSUs”). The PSUs vest upon the achievement of certain key revenue, EBITDA and share price appreciation milestones. Amended Officer Employment Agreements On January 27, 2022, the Company and Mr. Benathen, our CFO, entered into the First Amendment to his employment agreement to provide that Mr. Benathen received 75,000 RSUs, with 25,000 of the RSUs vesting on the grant date and the first and second anniversaries of the grant date. Additionally, the First Amendment to his employment agreement provided that Mr. Benathen is eligible to receive up to 250,000 PSUs, which will vest subject to the Company achieving certain key revenue, EBITDA and share price appreciation milestones. On January 27, 2022, the Company and our CCO entered into the First Amendment to his employment agreement to provide that our CCO received 37,500 RSUs, with 12,500 of the RSUs vesting on the grant date and the first and second anniversaries of the grant date. Additionally, the First Amendment to his employment agreement provided that our COO is eligible to receive up to 105,000 PSUs, which will vest subject to the Company achieving certain key revenue, EBITDA and share price appreciation milestones.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI http://asc.fasb.org/topic&trid=2122774 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662 + Details
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