UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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(Exact name of registrant as specified in its charter)
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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:
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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).
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If an emerging growth company, indicate by checkmark 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. ☐
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 14, 2022, MediXall Group, Inc. (the "Company") announced the departure of Neil Swartz as Chairman and CEO of MediXall. Mr. Swartz voluntarily resigned from his position as Chairman and CEO of MediXall. Mr. Swartz’s resignation was not a result of a disagreement relating to the registrant’s operations, policies or practices. Mr. Swartz had served as Chairman and CEO since its inception.
On June 14, 2022, upon Neil Swart’s resignation, the Board of Directors ("Board") announced the appointment of Noel J. Guillama-Alvarez as Chairman of the Board of Directors and Interim CEO of MediXall Group, Inc. Mr. Guillama-Alvarez is 62 years old. He is a nationally recognized expert on healthcare management and operations, as well as the use of technology in healthcare. Since 1984 he has been Chairman of Guillama, Inc., a strategic operations management consulting company in healthcare, technology, and a wide range of projects including medical facilities, commercial complexes and infrastructure facilities. He holds several patents and is creator of over a dozen patents currently before the USPTO in a variety of areas. Mr. Guillama is a co-founder of Quantum Innovations, Inc. and its parent company, The Quantum Group, Inc., and has been Chief Executive Officer and President since its inception. Prior to this, Mr. Guillama was the Founder, Chairman, President and Chief Executive Officer of Metropolitan Health Networks, Inc. (NYSE:MDF) from its inception in 1996 to 2000 when he left Metropolitan to develop Quantum, a new breed healthcare company designed to provide multifaceted solutions industry wide. He is the Past Chair (Currently Director) of the Florida International University Foundation, a direct support organization of Florida International University, managing a $230 million endowment. Mr. Guillama is a graduate of executive and leadership programs at Massachusetts Institute of Technology’s, University of Georgia and Florida International University.
On June 14, 2022, the Company appointed Travis Jackson, Chief Executive Officer of Health Karma, as a member of the Board of Directors of the Company. Mr. Jackson was most recently the VP of Strategy & Business Development for Beacon Health Options from (June 2018-August 2021), one of the largest behavioral health organizations in the country. Beacon serves more than 40 million individuals across all 50 states, including nearly 3 million individuals under comprehensive risk-based behavioral programs. During his tenure as VP, he led sales, strategy and business development for the company in the West and Midwest US, with his sales efforts directed towards commercial health insurance plans, state and county Medicaid plans and large Third Party Administrators. While at Beacon, the Company was acquired by Anthem in 2020 and currently resides as a wholly owned subsidiary in Anthem's Diversified Business Group. Prior to Beacon, Mr. Jackson was Executive VP of Sales for Linkwell Health from (August 2017- June 2018), where he was responsible for national sales and marketing activities for the company, with these efforts directed towards health insurance plans, hospital systems and health services companies. Mr. Jackson also has had success in his career building new businesses. He was a founder of both Ascendant Behavioral Health and Highland Springs Specialty Clinics, a series of outpatient behavioral health clinics. Mr. Jackson was responsible for clinic set up including locations, billing, hiring and staffing, IT set up and clinic processes. Prior to that, Mr. Jackson was Founding Partner & Executive Vice President of Sales of My ePHIT from (2000-2006), where he created a multimillion-dollar company from an initial idea, through fundraising, production, active sales and service and renewal phases. During his time, he participated in the Executive Leadership Team of the company creating, reviewing and approving all strategy and operations, and was one of the key decision makers in the sale of the company. At time of sale, My ePHIT had achieved over 23 million paid members.
On June 14, 2022, the Company appointed Michael Swartz, President of MediXall, as a member of the Board of Directors of the Company. Mr. Swartz is 31 years old. Since joining MediXall’s management team and entering the healthcare industry in 2016, Michael has led product development projects and has been directly responsible for bringing the MediXall Healthcare Marketplace to launch. Previously, Michael was a co-founder and served as a Senior Analyst of Viridian Capital Advisors from (June 2014- May 2017), where he led all modeling and valuation work for the firm’s M&A and fund-raising assignments. He served as co-portfolio manager for the Osprey Financial Group from (August 2013-May 2014), where he analyzed publicly traded companies with market capitalizations from $50 million to $1 billion and prepared buy-side equity reports containing buy-recommendations and original valuations derived from fundamental & technical analysis. In addition, Mr. Swartz served as the fund’s Asian Economist, analyzing economic and geopolitical factors and assessing the Asia-Pacific region for attractive investment opportunities from (August 2013- May 2014).
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements. Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties, many of which are beyond the Company’s control, that may cause actual results or events to differ materially from those projected. These risks and uncertainties include risks described in the section entitled “Risk Factors” and elsewhere in the Company’s Annual Report on Form 10-K filed with the SEC on April 19, 2022 and filings with the SEC, including, without limitation, its reports on Forms 8-K and 10-Q, and the S-1 registration filed with the SEC on November 5, 2019, all of which can be obtained on the SEC website at www.sec.gov. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date on which they are made and reflect management’s current estimates, projections, expectations and beliefs. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | MediXall Group Inc. Resignation and Appointments Details Letter | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are 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.
| MediXall Group Inc. | ||
| Dated: June 14, 2022 | By: | /s/ Timothy Hart |
| Name: | Timothy Hart | |
| Title: | Chief Financial Officer | |
EXHIBIT 99.1
Stakeholder Letter from Neil Swartz
Dear stakeholder,
What amazing times we are in – challenging and rewarding.
I’m sure many of you are watching the news and wondering how to keep moving forward and building for the future with so many preaching gloom and doom. Perhaps you’re having a few anxious moments as you contemplate how to manage and figure out what your next moves should be. You are not alone. When challenges come, I look at how many great companies exist today because of the bold moves they took when others were stepping back.
Evidence of this truth are now household names – companies with products launched in other challenging times and amid growing fear. As recent as 2008, brave entrepreneurs took the lead and their investors stayed the course and received great returns as a result. Companies like:
| · | Airbnb in 2008 |
| · | WhatsApp in 2009 |
| · | Venmo in 2009 |
| · | Uber in 2009 |
This story is not new, it has happened before, American Airlines began during the Great Depression, Dominos during the recession of 1961, UnitedHealth Group and HBO during the recession of 1973-1975. In 2000 during the dot com bubble MailChimp was created and is now used by many as a marketing tool for their business’, the list goes on and on.
We’ve been dealt some difficult hands in recent years with the COVID outbreak and pandemic, the lockdowns and quarantines that saw nearly half of the small businesses fold.
Let’s remember that healthcare in the United States is 19.3% of gross domestic product and over $4 trillion dollars annually. This is an industry that has not had a recession in 50 years, not one. Many people believe it will continue to grow for the rest of the decade at an average of over 5% year over year.
I want you to recall with me when we started MediXall™, it was December 2016, we were still building when COVID hit yet we knew what we needed to do and built MediXall. We saw the influence of COVID-19 and realized we needed to adjust our path and under Michael Swartz leadership, conceived and added what is now our flagship Health Karma® to meet the needs of even more consumers based on these events.
Since Health Karma was birthed, MediXall and its team have accomplished the following milestones:
| ● | We have assembled a highly experienced and skilled management team led by Travis Jackson - “MediXall Group Announces the Appointment of Experienced Health Insurance Technology Executive Travis Jackson as New Chief Executive Officer of Health Karma” |
| ● | Expanded the Health Karma Product Line with the addition of the Workers First and Responders First Solutions - “MediXall Group Announces Expansion to Health Karma Product Line - Closes Transaction with 24hr Virtual Clinic” |
| ● | Substantially increased the reach of our partner distribution network now with a nationwide footprint covering all 50 states - “Health Karma Enters into Affinity Marketing Partnership with the National Association of Health Underwriters”, a leading association that represents 100,000+ health insurance and benefits professionals throughout the United States |
| ● | We have signed many contracts with companies such as Salon Spa Professional Association, BHC Insurance, National Association of Health Underwriters (NAHU) and My HR Professionals |
MediXall Group, Inc. | 2929 East Commercial Blvd, Penthouse D, Fort Lauderdale, FL 33308 | (954) 440 - 4678
We have launched Health Karma from concept to a product with 1,000’s of paying members, and that growth will not stop, as we continue approaching a potential pool of 500,000 lives in the relationships we have today.
One of the largest factors in the ongoing success of MediXall/Health Karma is the stability of the healthcare industry and its importance to the well-being of everyone; it will always be needed regardless of the persons’ demographics or net worth.
Our approach has always been holistic – to ensure that a person’s mind and body are well. This has brought us the opportunity to bring a strong behavioral health component to the MediXall/Health Karma product program. Behavioral health is perhaps more important and advocated for than ever with the stresses that we are exposed to – stresses we have seen sadly played out in our workplaces, homes, hospitals, and even schools. Again, being proactive we have positioned MediXall//Health Karma to offer help and guidance where needed with total anonymity and security.
I am convinced as never before that we cannot take a backseat when we have such a powerful and needed offering – we will not be bystanders to the future – we will be leading it!
We have worked tirelessly to create the Health Karma product line and I am even more convinced we have built the perfect team to take advantage of this situation to the point that people will be saying years from now that we were definitely in “the Right Place, at the Right Time, with the Right Products and Right Team”.
With operations being led by Travis and Michael, we have been moving swiftly in the right direction. Because of their drive and success in their positions, we have decided to appoint Travis, the CEO of Health Karma, and also join the Board of Directors of MediXall Group, Inc., along with Michael Swartz, both of whom have displayed visionary leadership skills.
Further adding to this momentum is our welcoming Noel J. Guillama-Alvarez, who is currently a Board Member to take my place as Chairman and Interim CEO of MediXall Group, Inc. As a reminder, MediXall was originally founded by Noel and myself. Noel is a nationally recognized subject matter expert in healthcare operation and medical management. He has over 30 years of experience in nearly all segments of the healthcare industry. He has been issued more than 20 patents for the application of technology in healthcare, information systems and computer application. He had founded Metropolitan Health Networks, Inc. (MetCare) (formerly NYSE: MDF now part of Humana, Inc.) and Quantum Group, Inc. (formerly NYSE Amex: QGP) where he led both companies through an Initial Public Offering and an uplisting on to a national exchange (i.e. NASDAQ & NYSE Amex). He is very involved in our community, in part currently serving on the advisory group of a medical school and State College Foundation, and has served as Chairman, Treasurer or Directors over 20 years span of service at the FIU Foundation Inc. a direct support for Florida International University in Miami, Florida managing over US$400 million in endowments. Noel has experience with capital markets, exchange listings, healthcare and technology that makes him uniquely qualified to lead us into our future as Chairman.
I assure you that I will continue working with Noel and the rest of the team as required and when needed.
If you have not talked with us recently to find out all the exciting new developments, I urge you to not wait any longer.
Now is the time to join us in our brave steps forward with a team that has the experience, technology, and opportunity to become an example for our business schools case study, on what to do in difficult times to secure success. Now is the time to act as we are making plans for some exciting events that we are confident will propel MediXall/Health Karma forward substantially.
MediXall Group, Inc. | 2929 East Commercial Blvd, Penthouse D, Fort Lauderdale, FL 33308 | (954) 440 - 4678
I trust you can feel my enthusiasm, confidence, and expectations for the future.
I want to thank you for the confidence you have shown in us, and in me personally. I also want to offer you the opportunity for an even better seat on the front row for what we are about to do in the coming year. Your questions and encouragement are always welcome - Please call Frank to discuss further. As always, I am available to answer any questions.
Sincerely,
Neil Swartz
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. These forward-looking statements are based on current plans and expectations of management and
are subject to a number of uncertainties and risks that could significantly affect the company's current plans and expectations, as well
as future results of operations and financial condition. Specifically, the company's ability to raise additional capital, execute its
business plan and strategy, sustain, or increase gross margins, achieve profitability, and build shareholder value are forward-looking
statements. A more extensive listing of risks and factors that may affect the company's business prospects and cause actual results to
differ materially from those described in the forward-looking statements can be found in the reports and other documents filed by the
company with the Securities and Exchange Commission. The company undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
MediXall Group, Inc. | 2929 East Commercial Blvd, Penthouse D, Fort Lauderdale, FL 33308 | (954) 440 - 4678
Cover |
Jun. 14, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jun. 14, 2022 |
| Entity File Number | 333-186282 |
| Entity Registrant Name | MediXall Group, Inc. |
| Entity Central Index Key | 0001601280 |
| Entity Tax Identification Number | 33-0864127 |
| Entity Incorporation, State or Country Code | NV |
| Entity Address, Address Line One | 2929 East Commercial Blvd. |
| Entity Address, Address Line Two | PH-D |
| Entity Address, City or Town | Fort Lauderdale |
| Entity Address, State or Province | FL |
| Entity Address, Postal Zip Code | 33308 |
| City Area Code | (954) |
| Local Phone Number | 440-4678 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | false |
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