Form 8-K - Current report

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): December 4, 2023

InnovaQor, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Nevada

(State or Other Jurisdiction of Incorporation)

000-33191		84-0436055
(Commission File Number)		(I.R.S. Employer Identification No.)

400 South Australian Avenue, Suite 800, West Palm Beach, Florida		33401
(Address of Principal Executive Offices)		(Zip Code)

(561) 421-1900

(Registrant’s Telephone Number, Including Area Code)

(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):

☐	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))

Securities registered under Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
None		None		None

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. ☐

Item 7.01. Regulation FD Disclosure

On December 4, 2023, InnovaQor, Inc. (the “Company”) issued a press release announcing that Darrell Peterson, our Chief Executive Officer, would be interviewed on Uptick Newswire’s “Stock Day” podcast with Matthew Dunehoo. A copy of the press release is attached hereto as Exhibit 99.1 and a transcript of the interview is attached hereto as Exhibit 99.2.

The information furnished pursuant to this Item 7.01, including Exhibits 99.1 and 99.2, 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 liabilities of that section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d)

Exhibits

Exhibit No.		Exhibit Description

99.1		Press Release dated December 4, 2023

99.2		Transcript of Interview of Darrell Peterson

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: December 8, 2023	INNOVAQOR, INC.

	By:	/s/ Darrell Peterson
		Darrell Peterson
		Chief Executive Officer
		(principal executive officer)

Exhibit 99.1

INNOVAQOR, INC. PROVIDES UPDATE ON CURALLO PRODUCT AND CONTEMPLATED SHARE EXCHANGE

WEST PALM BEACH, Fla. (December 4, 2023) — InnovaQor, Inc. (OTC: INQR) Chief Executive Officer, Darrell Peterson recently joined Stock Day host Matthew Dunehoo to provide an update on the development of Curallo and discuss the preferred share exchange offer contemplated by the Company.

Dunehoo began the interview by asking Peterson to provide an update on the business and especially the status of the Curallo product that had been discussed on a previous show.

Peterson explained that the current business is stable and that significant upgrades had recently been completed on the Company’s EHR product, Medical Mime. He confirmed renewed sales and marketing efforts to add more revenue from existing products.

Peterson then provided an update on Curallo, the next-generation platform for medical professionals being built by InnovaQor. He explained that this was an exciting product from both a differentiated service offering and revenue opportunity. He confirmed that a demonstration of the Curallo product was now available on the website www.curallo.com and further described the intention to start creating a community of Curallo users.

Dunehoo then asked Peterson to further explain the contemplated share exchange offer that had recently been announced by the Company.

Peterson explained that the Company was attempting to avoid a reverse split to restructure the Company’s capital and was instead contemplating the exchange offer as a mechanism to reduce the number of common shares currently outstanding. He described how the Company was considering a minimum exchange offer price of $0.005 for common shares in exchange for preferred shares that would have a mandatory conversion in three and four years and voiced his hope that this would be accepted by common shareholders and well received in the marketplace.

Dunehoo stated his opinion that this was a was a very interesting and attractive alternative to a reverse split and voiced that he liked the minimum exchange price of $0.005 for common shares. He asked Peterson if he could confirm that InnovaQor is not completing a reverse split.

Peterson stated that it was not possible to guarantee the Company will not have to complete a reverse split but confirmed the intention to do everything possible to avoid one. He explained that a preferred E or F shareholder would be locked into a stated value of shares as opposed to a number of common shares.

Dunehoo finished the interview by asking Peterson what message he would like the listeners to take away from today’s show. Peterson thanked Dunehoo for the opportunity to update his listeners about InnovaQor and voiced his hope that the audience would recognize the vision and efforts to build a viable business. He finished by inviting the audience to visit the Company’s websites to find more information and updates on the various projects.

To hear Darrell Peterson’s entire interview follow the link to the podcast here:

https://audioboom.com/posts/8410587-innovaqor-inc-is-featured-on-the-stock-day-podcast

For further information on InnovaQor, Inc., and all the Company’s products please visit www.innovaqor.com

About InnovaQor, Inc.

InnovaQor delivers innovative technology and software solutions for the medical sector and intends to build a communication platform specifically for the medical sector, which will facilitate communication and collaboration between peers and allow the addition of revenue generating bolt on offers, including existing solutions and a new recruitment matching product for the healthcare sector.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Actual results may differ from expectations and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Additional information concerning these and other risk factors are contained in the Company’s most recent filings with the Securities and Exchange Commission. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.

Contact:

Gerard Dab

561 421 1905

press@innovaqor.com

Exhibit 99.2

InnovaQor, Inc. (INQR) Interview

CEO Darrell Peterson – Uptick News- December 2023

Speakers: Matthew Dunehoo and Darrell Peterson

Dunehoo: On today’s show, we’re talking to a company that has been on the show before. The company is InnovaQor, Inc. and they trade on the OTC Market under the trading symbol ‘INQR’. We would like to welcome back the CEO of the company, Darrell Peterson. Welcome back Darrell, we look forward to you giving us an update and telling us about the progress you are making with InnovaQor.

Peterson: Thank you, Matthew. I am glad to be back on the show. I appreciate the opportunity to update your audience and our shareholders on what we believe is exciting progress for InnovaQor.

Dunehoo: Excellent. Thank you, Darrell. You just announced something very interesting for an OTC company. But, before I get to that, let’s talk a little bit about the business. Darrell, can you tell us about what is happening with the business? And we especially want an update on Curallo, which is the new platform that we spoke about the previous time you were on Stock Day.

Peterson: Matthew, our current business is stable and continues to have numerous opportunities for revenue growth. We have recently completed significant upgrades and added additional features to the Medical Mime EHR product and are renewing our sales efforts to grow the existing revenues by having those features showcased. Curallo, our next-generation platform for medical professionals, is the most exciting product InnovaQor is working on from both a revenue opportunity and a differentiated service offering. We now have the first version of the platform built and available as a demonstration on our website. We believe your audience and our shareholders will be impressed with the features Curallo will offer and more importantly, the revenue opportunities this product will create for InnovaQor. Launching this demonstration will allow us to start creating a community of Curallo users. We believe some of these users will engage with the company to provide input and opinions as we start the bigger project of building a full working project for the marketplace. Hopefully, your audience will have the opportunity to visit InnovaQor’s website or directly visit the Curallo website at curallo.com.

Dunehoo: For anyone listening, the spelling is “Curallo”: C-U-R-A-L-L-O. That sounds really exciting and is something that will differentiate InnovaQor as a company. I know your team is excited about it. As I said earlier, you had announced something a little unusual for an OTC company, you are contemplating an exchange offer to ask shareholders to swap their common shares for preference shares for three to four years. Can you explain exactly what that means a little further for our listeners?

Peterson: Matthew, we are trying to be creative and protective of our shareholders. As everyone knows, it is not unusual for a small OTC company such as ours to complete a reverse split to restructure the company’s capital in an effort to create a more attractive share price for the new investors. The exchange offer, as contemplated, would reduce the number of common shares issued. We hope this will be well received by the marketplace and reflect a more attractive price for investors. We are considering a minimum exchange offer of .005 and we believe that the three to four years before mandatory conversion back to common shares will give us a chance to secure more new capital and to build a much more valuable company.

Dunehoo: Thanks for recapping all of that and let me ask you, Darrell, for anyone who doesn’t have a chance to go back and listen to this again and catch all of the details, is this spelled out somewhere on your website just yet? Do you have this laid out for people to review on their own in their own time?

Peterson: We don’t have the actual offering spelled out yet on the website because it is new. All we have announced is that we were contemplating it and we were creating the shares that will be issued. Over the next couple of days, we are trying to formulate more of how this process will go and then it will be available for shareholders to review. We will make it available for the shareholders to see before it is actually executed.

Dunehoo: Excellent, that is all I needed to know. Well it is very interesting and as you say creative. I definitely like the sound of a minimum exchange price of .005 and look forward to seeing this evolve in the coming weeks. It is certainly a more attractive alternative to the dreaded reverse split. So, to be clear, you’re telling me that InnovaQor is not doing a reverse split?

Peterson: Well, the reason for contemplating this exchange offer is to avoid the completing of a reverse split of our common stock. It is not possible to guarantee that we will not have to do a reverse split but we intend to do everything possible to avoid one. It is also the case that a preferred E or F shareholder would be locked into the stated value of shares as opposed to a number of shares in the common stock.

Dunehoo: Got it, thank you. Well this sounds like a really exciting time for InnovaQor. We look forward to seeing this plan evolve over the coming weeks and months and look forward to having you back in 30 to 45 days to give us an update. Before we finish up today’s show, could I ask you if there was one message in particular that you would like our listeners to take away from today’s conversation, what would that be, Darrell?

Peterson: Well Matthew, again thank you for giving me the opportunity to update your listeners about InnovaQor. I would like your audience and our shareholders to recognize our efforts to build a viable business and create shareholder value. I hope everyone takes a look at our website to further understand our vision. We hope they share our excitement as we endeavor to deliver this vision and create some real value for our shareholders.

Dunehoo: My guest today was the CEO of InnovaQor, Inc., Darrell Peterson. InnovaQor, Inc. trades on the OTC Market under the trading symbol ‘INQR’ and the product is Curallo: C-U-R-A-L-L-O. You can learn more about them on InnovaQor’s website or Curallo.com. Darrell, I will speak to you again soon.

Peterson: Thank you, again.

Cover	Dec. 04, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 04, 2023
Entity File Number	000-33191
Entity Registrant Name	InnovaQor, Inc.
Entity Central Index Key	0001102942
Entity Tax Identification Number	84-0436055
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	400 South Australian Avenue
Entity Address, Address Line Two	Suite 800
Entity Address, City or Town	West Palm Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33401
City Area Code	561
Local Phone Number	421-1900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false