UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 2.04 | Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement |
As previously reported, on May 25, 2021, Optimus Healthcare Services, Inc. (the “Company”) entered into a securities purchase agreement with certain institutional investors (the “Noteholders”) pursuant to which the Company issued convertible notes in an aggregate principal amount of $2,200,000 for an aggregate purchase price of $2 million ( the “May 2021 Notes”). On June 7, 2022, the Company entered into a securities purchase agreement with certain institutional investors (the “Noteholders”) pursuant to which the Company issued convertible notes in an aggregate principal amount of $2,200,000 for an aggregate purchase price of $2 million (collectively, the “June 2022 Notes” and together with the “May 2021 Notes”, the “Notes”). The outstanding amounts of the Notes mature on May 25, 2024 and June 7, 2024, respectively.
The Company failed to pay interest that was due and payable under the Notes for the quarter ended December 31, 2023, which interest was due on January 9, 2024. As a result, an event of default has occurred under the Notes. However, the Company has not received a notice of default from the Noteholders. At this time, the Noteholders have not: (i) accelerated or demanded any payment; (ii) applied interest under the Notes at the default rate; (iii) foreclosed on all or any part of any lien or security interest created by any of the loan documents; and (iv) exercised any other right or remedy that may be available to them. The Company and Noteholders have engaged in discussions and have reached an agreement in principle which would amend the terms of the Notes and is subject to the review and approval of documentation. There are no assurances that the Company and Noteholders will reach a final agreement.
A description of the Notes and related agreements is contained in the Company’s reports filed with the SEC, which are incorporated herein by reference.
The Company has sustained operating losses since inception and expects such losses to continue over the foreseeable future. The Company’s current operations have been focused on business planning and raising capital. Management is currently evaluating different strategies to obtain the required funding for future operations. These strategies may include but are not limited to: private offerings of Common Stock, public offerings of equity and/or debt securities, payments from potential strategic research and development and licensing and/or marketing arrangements. Management believes that these ongoing and planned financing endeavors, if successful, will provide adequate financial resources to continue as a going concern, however, there can be no assurance in this regard. If the Company is unable to secure adequate additional funding, its business, operating results, financial condition and cash flows may be materially and adversely affected.
SIGNATURE
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.
OPTIMUS HEALTHCARE SERVICES, INC.
By: /s/ Cliff Saffron
Cliff Saffron
Interim Chief Executive Officer and General Counsel
Dated: January 16, 2024