CARECLIX HOLDINGS, INC. : Other Events (form 8-K)

Item 8.01 Other Events.

On November 15, 2021, CareClix Holdings, Inc. ("the Company" or "SOLI") and Life On Earth, Inc. ("LFER") executed a Binding Letter of Intent ("LOI") for the acquisition by LFER of four wholly-owned subsidiaries of the Company.

Life on Earth Inc, (LFER) is an SEC reporting company that is publicly traded on the OTC Markets Pink (OTCPink: "LFER") and is in the business of the Internet of Things technologies and Cloud based solutions serving multiple industries, including Supply Chain, Logistics, Asset Management, Industry IoT and Cold chain applications and custom IoT based Industry applications.

Under the terms of the LOI, LFER will acquire the following subsidiaries of the Company

1)    CareClix Services, Inc, a Florida corporation

2)    CareClix, Inc., a Virginia corporation

3)    MyCareClix Inc., a Florida corporation

4)    CareClix RPM, Inc., a Florida corporation

The proposed acquisition is subject to due diligence and the completion and execution of a Stock Purchase Agreement on or before December 17, 2021, with closing of the transaction on or before December 31, 2021.

At Closing, in consideration for the purchase of the designated subsidiaries of SOLI , LFER will issue to SOLI or as designated by SOLI at Closing, (i) for redistribution to certain designated SOLI shareholders, (to be scheduled at and as part of Closing) on the basis of one LFER common share for each common share of SOLI outstanding at Closing and held by such designated shareholders of SOLI (up to 50,000,000 LFER common shares); (ii) for redistribution to SOLI's remaining designated shareholders, (to be scheduled at and as part of Closing) one non-voting convertible preferred share of LFER for each 10 common shares of SOLI held by such remaining designated shareholders of SOLI outstanding at Closing), with final terms of convertibility of the preferred shares to be agreed on and included in the SPA, but not less than ten shares of LFER common stock for each share of such preferred stock; and, (iii) shares of Series A convertible voting preferred stock to the current majority shareholder of the Company as part of the consideration at Closing.

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