WCUI Wellness Center USA Inc (CE)

Item 1.01 Entry into a Material Definitive Agreement.

On November 15, 2018, Wellness Center USA, Inc. (“WCUI”) and its wholly-owned subsidiary, Psoria-Shield, Inc. (“PSI”), entered into a Joint Venture Agreement, effective as of November 15, 2018, with PSI Gen 2 Funding, Inc. (“GEN2”), an Illinois corporation, to further development, marketing, licensing and/or sale of PSI technology and products. The Joint Venture will be conducted through NEO PHOTOTHERAPY, LLC, a recently formed Illinois limited liability company (“NEO”), with principal offices and records to be maintained at WCUI’s offices.

PSI and GEN2 will be the members of NEO, owning 58.5% and 28.0%, respectively, of the limited liability interests (“Units”) issued in connection with the organization of NEO. An additional 13.5% of such Units will be reserved for issuance as incentives for key employees and consultants retained from time to time by NEO in connection with the Venture. PSI and GEN2 will manage NEO’s day-to-day operations. PSI will contribute PSI Technology to NEO and GEN2 will contribute $700,000.00, through the period ending January 31, 2019. Repayment of the $700,000.00 investment by GEN2 will begin through and upon the date which NEO has realized and retained cumulative Net Income/Distributable Cash in the amount of $300,000.00. Distributions thereafter will be made to PSI, GEN2 and other members in proportion to their respective Unit ownership, at the times and in the manner determined from time to time by the managers, in their sole discretion.

GEN2 consists of accredited investors, and investment participation from several WCUI officers and directors, including Calvin R. O’Harrow and Roy M. Harsch. The attached Joint Venture Agreement is the legal document governing the terms of the transactions and is qualified in its entirety by reference in Exhibit 10.9.