10-Q/A 1 form10-qa.htm

  

 

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

Amendment No. 1

 

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2015

 

[  ] 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

(State or other jurisdiction of incorporation or organization)

 

26-2517763

(I.R.S. Employer Identification Number)

 

20511 Abbey Drive

Frankfort, Illinois 60423

(Address of Principal Offices)

 

(866) 866-0758

(Issuer’s Telephone Number)

 

Not applicable.

(Former name, former address and former fiscal year, if changed since last report)

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 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 [  ] No [X]. 

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 44,411,216 shares of common stock, par value $.0001 per share, outstanding as of November 23, 2015.

 

 

  

 
 

 

EXPLANATORY NOTE

 

The sole purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015 of Accelera Innovations, Inc. (the “Company”) filed with the Securities and Exchange Commission on November 23, 2015 (the “Form 10-Q”) is to furnish Exhibits 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. No other changes have been made to the Form 10-Q.

 

This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

 

 
 

 

EXHIBIT INDEX 

 

        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    
                     
3.4   Certificate of Designations of 8% Convertible Preferred Stock   8-K   3.4   5/13/2015    
                     
10.1   Subscription Agreement by and among Accelera Innovations, Inc. and Synergistic Holdings, LLC, dated as of June 13, 2011   8-K   10.1   06/17/2011    
                     
10.2   Consulting Agreement by and among Accelera Innovations, Inc. 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 Accelera Innovations, Inc. and Synergistic Holdings   8-K   10.1   08/29/2011    
                     
10.4   First Amendment and Modification to Licensing Agreement between Synergistic Holdings, LLC and Accelera Innovations, Inc. dated as of April 13, 2012.   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 Accelera Innovations, Inc. and John Wallin as CEO   8-K   10.1   04/30/2012    
                     
10.7+   Employment Agreement by and among Accelera Innovations, Inc. and James Millikan as COO   8-K   10.2   04/30/2012    
                     
10.8+   Employment Agreement by and among Accelera Innovations, Inc. and Cindy Boerum as CSO   8-K   10.3   04/30/2012    
                     
10.9   Lock-up and Leek-out Agreement between Accelera Innovations, Inc. and holder of common stock of Accelera Innovations, Inc.   S-1   10.5   05/22/2012    
                     
10.10   Stock Purchase Agreement by and among Accelera Innovations, Inc. and Behavioral Health Care Associates Ltd   8-K   10.1   12/02/2013    
                     
10.11   Operating Agreement by and among Accelera Innovations, Inc. 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 Accelera Innovations, Inc. 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 Accelera Innovations, Inc. 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 Accelera Innovations, Inc. and At Home Health Management LLC   8-K   10-2   12/16/2013    
                     
10.19+   Employment Agreement by and among Accelera Innovations, Inc. 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 Accelera Innovations, Inc. 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 Accelera Innovations, Inc. and Synergistic Holdings LLC   10-K   10.20   04/15/2014    
                     
10.22+   Employment Agreement by and among Accelera Innovations, Inc. and Daniel Freeman as CFO   8-K   10.1   10/08/2014    
                     
10.23   Stock Purchase Agreement by and among Accelera Innovations, Inc. and SCI Home Health Inc.   8-K   10-1   10/14/2014    
                     
10.24   Promissory Note by and among Accelera Innovations, Inc. 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 Accelera Innovations, Inc. and Grace Home Health Care. Employment Agreement by and among Accelera Innovations, Inc. 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 Accelera Innovations, Inc. and Watson Health Care Inc. and Affordable Nursing, Inc. dated November 25, 2014.   8-K   10.2   12/04/2014    
                     
10.28   Amendment to Purchase Agreement between Accelera Innovations, Inc. and Traditions Home Health Care Inc. dated January 5, 2015.              
                     
10.29   Amendment dated May 7, 2015 to First Amendment and Modification to Licensing Agreement between Synergistic Holdings, LLC and Accelera Innovations, Inc. dated as of April 13, 2012.              
                     
10.30   Separation Agreement between Accelera Innovations, Inc. and Daniel Freemen dated as of May 8, 2015.              
                     
10.31   Amendment dated May 7, 2015 to Stock Purchase Agreement by and among Accelera Innovations, Inc. and Grace Home Health Care dated November 25, 2014.              
                     
10.32   Amendment dated May 10, 2015 to Asset Purchase Agreement by and among Accelera Innovations, Inc., Watson Health Care Inc. and Grace Affordable Nursing, Inc. dated November 25, 2014.              
                     
31.1   Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer and Principal Financial Officer              
                     
32.1   Section 1350 Certification of Principal Executive Officer and Principal Financial Officer              
                     
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.

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Dated: November 25, 2015  
   
  ACCELERA INNOVATIONS, INC.
     
  By: /s/ John F. Wallin
    John F. Wallin
    Chief Executive Officer (Principal Executive Officer) and
Chief Financial Officer (Principal Financial and Accounting Officer)