Item 1.01 Entry into a Sale of a Material Definitive Agreement.
As previously disclosed on September 13, 2019, TurnKey Capital, Inc. (the
"Company") entered into a Definitive Acquisition Agreement (the "TKCI DAA") with
Egg Health Hub, Inc., ("EGG"). Pursuant to the TKCI DAA, EGG and the Company
agreed to commence the negotiation and preparation of a definitive share
exchange agreement (the "Definitive Agreement") whereby EGG will exchange all of
its issued and outstanding shares of common stock for shares of the Company's
common stock on a one-for-one basis, which upon the completion of such
Definitive Agreement will constitute 70,000,000 shares of EGG's issued and
outstanding common stock. Upon completion of such Definitive Agreement, EGG will
become a wholly owned subsidiary of the Company.
EGG is a brand new model for healthcare and wellness that brings together top
physicians and wellness professionals into co-practicing communities with shared
access to a full-stack technology platform - scheduling, billing, client
acquisition, and telemedicine - and flexible access to beautiful office space
designed to optimize both the physician and client experience. The Company
believes this model creates a compelling new option for re-tenanting traditional
shopping centers and mixed-use space that landlords see as a true traffic
generator.
On July 27, 2020, the Company and MediXall Group, Inc. ("MediXall"), a related
party, entered into an assignment of the TKCI DAA. As a result of the COVID-19
outbreak, the Company determined that the original opportunity that existed with
EGG was no longer practical in the short-term. The Company and MediXall
believed, however, that the EGG concept remained a viable concept on a virtual
basis, and MediXall possesses the infrastructure and willingness to pursue this
opportunity. In exchange for 1,000,000 shares of MediXall's common stock, the
Company assigned its interest in the TKCI DAA to MediXall.
The foregoing description of the terms of the assignment of the TKCI DAA is
qualified in its entirety by reference to the provisions of the agreement filed
as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated by
reference herein.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
10.1 Definitive
Acquisition
Agreement
dated July
27, 2020
between the
Registrant
and MediXall
Group,
Inc.
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