Business Context and Reporting Period
This Form 8-K is filed by AMHN, Inc. (not Therapeuticsmd, Inc.) for the reporting period ending December 16, 2010. The Company is a Nevada corporation with principal executive offices in Burbank, California. The filing discloses a material definitive agreement, a change in control, a change in certifying accountants, and other significant corporate events.
Key Financial Metrics and Obligations
- Debt and Liquidity: The Company issued a Secured Demand Promissory Note to Seatac Digital Resources, Inc. for approximately $487,532 to secure repayment of prior advances. The note bears interest at 4% annually, increasing to 10% upon an Event of Default.
- Collateral: The Note is secured by a pledge of all capital stock of the Company's subsidiary, Spectrum Health Network, Inc., and a blanket lien on Spectrum's assets.
- Revenue and Profit: The filing text does not provide specific revenue, profit, or cash flow figures for the current period.
- Going Concern: The Company's prior independent accountant issued a qualified opinion regarding the Company's ability to continue as a going concern for the fiscal year ended December 31, 2009.
Material Changes Versus Prior Period
- Change in Control: On December 17, 2010, a transaction resulted in Jo Cee, LLC acquiring 8,900,898 shares (approximately 53.7% of outstanding common stock) from Saddle Ranch Productions, Inc., Seatac Digital Resources, Inc., and Donald R. Mastropietro for an aggregate purchase price of $175,000. The previous majority shareholders now own zero shares.
- Change in Accountant: The Company terminated its relationship with KBL, LLP and engaged Rosenberg Rich Baker Berman & Company as its independent registered public accountants effective December 17, 2010.
- Restrictive Covenants: The new Note Purchase Agreement imposes negative covenants restricting the Company's ability to pay dividends, repurchase stock, incur additional indebtedness, or enter into affiliate transactions.
Outlook, Risks, and Unusual Items
- Potential Acquisition: The Company is currently negotiating a potential acquisition. Terms are not finalized, and there is no guarantee of a definitive agreement.
- Financial Risk: The Company faces liquidity constraints, evidenced by the need to secure prior advances with a demand note and the historical "going concern" qualification by auditors.
- Management Commentary: The filing notes that the new majority shareholder (Jo Cee, LLC) is aware of the potential acquisition but is not involved in the negotiations.
Investor Verification Checklist
- Verify the exact terms and default triggers of the $487,532 Secured Demand Promissory Note with Seatac Digital Resources, Inc.
- Confirm the status and likelihood of the undisclosed potential acquisition mentioned in Item 8.01.
- Review the financial statements for the fiscal year ending December 31, 2010, to assess the current "going concern" status under the new auditor.
- Investigate the background and strategic intent of the new majority shareholder, Jo Cee, LLC.
- Confirm the impact of the negative covenants on the Company's ability to raise future capital or pay dividends.