10-K/A 1 form10ka.htm Form 10-K/A

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

Amendment No. 1

 

[X] Annual Report Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934

 

for the fiscal year ended December 31, 2014

 

[  ] Transition Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934

 

for the transition period from _______________ to _____________

 

Commission File Number: 000-53392

 

ACCELERA INNOVATIONS, INC.

(Exact name of small Business Issuer as specified in its charter)

 

Delaware   26-2517763
(State or other jurisdiction of   (IRS Employer
incorporation or organization)    Identification No.)
     
20511 Abbey Drive    
Frankfort, Illinois   60423
(Address of principal executive offices)   (Zip Code)

 

Issuer’s telephone number, including area code: (866) 866-0758

 

Not applicable.

Former address if changed since last report

 

Securities registered under Section 12(b) of the Exchange Act: None

 

Securities registered under Section 12(g) of the Exchange Act:

 

Common Stock, par value $0.0001 per share

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] No [X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ] No [X]

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer [  ] Accelerated Filer [  ] Non-Accelerated Filer [  ] Smaller Reporting Company [X]
    (Do not check if a smaller reporting company)  

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [  ] Yes [X] No

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold as of the last business day of the registrant’s most recently completed second fiscal quarter. $0 on June 30, 2014.

 

As of April 6, 2015 there were 40,578,426 shares of the registrant’s common stock outstanding.

 

 

 

 
 

 

Explanatory Note

 

This Amendment No. 1 (the “Amendment”) to the registrant’s annual report on Form 10-K for the fiscal year ended December 31, 2014 that was filed with the Securities and Exchange Commission on April 15, 2015 (the “Original Filing”) is being filed solely for the purpose of furnishing Exhibit 101 – Interactive Data File (XBRL Exhibit) required by Rule 405 of Regulation S-T, which was not included with the Original Filing.

 

No other changes have been made to the Original Filing. This Amendment speaks as of the Original Filing date and does not reflect events that may have occurred subsequent to the Original Filing date, and does not modify or update in any way the disclosures made in the Original Filing.

 

 
 

 

PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

(b) Exhibits:

 

The following exhibits are incorporated by reference or filed as part of this report.

 

        Incorporated by Reference    
Exhibit No.   Description   Form   Exhibit
Number in form
  Date of Filing   Filed or Furnished Herewith
                     
3.1   Certificate of Incorporation   10   3.1   08/28/2008    
                     
3.2   Certificate of Amendment of Certificate of Incorporation   S-1   3.1.2  

05/22/2012

 

   
                     
3.3   Bylaws of the Company   10   3.2   08/28/2008    
                     
10.1   Subscription Agreement by and among the Company and Synergistic Holdings, LLC, dated as of June 13, 2011   8-K   10.1   06/17/2011    
                     
10.2   Consulting Agreement by and among the Company and Accelerated Venture Partners, LLC, dated as of June 16, 2011   8-K   10.4  

06/17/2011

   
                     

10.3

 

Licensing internet based software (CareNav) by and among the company and Synergistic Holdings

  8-K   10.1  

08/29/2011

   
                     
10.4   Amend the license agreement between Synergistic Holdings and the Company to include additional technology to enhance product offering   8-K   10.1  

04/16/2012

   
                     
10.5   Company creates 2011 Employee Director and Consultant Stock Plan   10-K   10.6  

04/16/2012

   
                     
10.6+   Employment Agreement by and among the Company and John Wallin as CEO   8-K   10.1  

04/30/2012

   
                     
10.7+   Employment Agreement by and among the Company and James Millikan as COO   8-K   10.2  

04/30/2012

   
                     
10.8+   Employment Agreement by and among the Company and Cindy Boerum as CSO   8-K   10.3  

04/30/2012

   
                     
10.9   Lock-up and Leek-out Agreement between the Company and holder of common stock of the Company   S-1   10.5  

05/22/2012

   
                     
10.10   Stock Purchase Agreement by and among the Company and Behavioral Health Care Associates Ltd   8-K   10.1  

12/02/2013

   
                     
10.11   Operating Agreement by and among the Company and Accelera Healthcare Management Service Organization LLC   8-K   10-2  

12/02/2013

   
                     
10.12   Security Agreement by and among Company and Blaise J. Wolfrum MD for Behavioral Health Care Associates Ltd   8-K   10-3   12/02/2013    

 

 
 

 

10.13   Secured Promissory Note in reference to Stock Purchase Agreement by and among Company and Blaise Wolfrum MD for Behavioral Health Care Associates Ltd   8-K   10-4  

12/02/2013

   
                     
10.14   Assignment of Stock in reference to Stock Purchase Agreement by and among Company and Blaise Wolfrum for Behavioral Health Care Associates Ltd   8-K   10-5  

12/02/2013 

   
                     
10.15+   Employment Agreement by and among the Company and Blaise Wolfrum MD as President of the Accelera business unit Behavioral Health Care Associates Ltd,   8-K   10-6  

12/02/2013

   
                     
10.16   Lock-up and Leak-Out Agreement between Company and Blaise Wolfrum MD   8-K   10-7  

12/02/2013

   
                     
10.17   Purchase Agreement by and among the Company and At Home Health Services LLC and All Staffing Services LLC   8-K   10-1  

12/16/2013

   
                     
10.18   Operating Agreement by and among the Company and At Home Health Management LLC   8-K   10-2  

12/16/2013 

   
                     
10.19+   Employment Agreement by and among the Company and Rose M. Gallagher as President of Accelera business unit At Home Health   8-K   10-3  

12/16/2013

   
                     
10.20+   Employment Agreement by and among the Company and Daniel P. Gallagher as Director of Marketing and Business Development at At Home Health   8-K   10-4  

12/16/2013

   
                     
10.21   Second Amendment and Modification to Software Technology agreement payment dates by and among the Company and Synergistic Holdings LLC   10-K   10.20  

04/15/2014

   
                     
10.22+   Employment Agreement by and among the Company and Daniel Freeman as CFO   8-K   10.1  

10/08/2014

   
                     
10.23   Stock Purchase Agreement by and among the Company and SCI Home Health Inc.   8-K   10-1  

10/14/2014

   
                     
10.24   Promissory Note by and among the Company and AOK Property Investments LLC to purchase SCI Home Health Inc.   8-K   10-2   10/14/2014    
                     
10.25   Stock Purchase Agreement by and among the Company and Grace Home Health Care. Employment Agreement by and among the Company and Angelo L. Cadiente as CEO of the Accelera business unit Grace Home Health   8-K   10.1   12/04/2014    
                     
10.26   Asset Purchase Agreement by and among the Company and Watson Health Care Inc.   8-K   10.2   12/04/2014    
                     
10.27   Stock Purchase Agreement by and among the Company and Traditions Home Care Inc. Employment by and among the Company and Sonny Nix as CEO of the Accelera business unit Traditions Home Care   8-K   10.1   01/09/2015    
                     
31.1   Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer and Principal Financial Officer   10-K   31.1   04/15/2015    
                     
32.1   Section 1350 Certification of Principal Executive Officer and Principal Financial Officer   10-K   32.1   04/15/2015    
                     
101.INS**   XBRL Instance               X
101.SCH**   XBRL Taxonomy Extension Schema               X
101.CAL**   XBRL Taxonomy Extension Calculation Linkbase               X
101.DEF**   XBRL Taxonomy Extension Definition Linkbase               X
101.LAB**   XBRL Taxonomy Extension Labels Linkbase               X
101.PRE**   XBRL Taxonomy Extension Presentation Linkbase               X

 

+ Management compensation plan or arrangement.

 

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of this annual report on Form 10-K for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Accelera Innovations, Inc.
     
  By: /s/ John Wallin
Dated: April 17, 2015   John Wallin
    Chief Executive Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

Signature   Title   Date
    Chief Executive Officer and Chief Financial Officer    
/s/ John Wallin   (Principal Executive Officer and Principal Financial and Accounting Officer)   April 17, 2015
John Wallin        
         
/s/ Geoffrey Thompson   Chairman of the Board   April 17, 2015
Geoffrey Thompson