8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  June 27, 2018

True Nature Holding, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-53601	87-0496850
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1355 Peachtree Street, Suite 1150

Atlanta, Georgia

(Address of principal executive offices)

(844) 383-8689

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined 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).

Emerging growth company ☒

If an emerging growth company, indicate by check mark 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. ☐

Item 1.01 Entry into a Material Definitive Agreement

In June 2018 we entered into agreements with 3 clients for the deployment of our new telemedicine solution, Simple HIPAA, and an application used for developing relationships between providers of medical services, including pharmacies, and their referring professionals, and their patients and related parties. The clients have agreed to pay a software licensing fees of $12,500 each, and will pay for software maintenance at a price of 15% of the software license fee, per year, payable monthly. These initial clients will also assist the Company in the design of further development of additional applications in an advisory role with the Company.

In June 2018 we entered into agreements with Microsoft Corporation to utilize their Azure cloud service and systems development tools. We also entered into agreements with Oracle Corporation for the use of their MySQL data base software, and other tools used for software development.

These agreements demonstrate that the Company intends to continue moving forward to create a client base with innovative technologies that promote remote patient monitoring and telehealth services for continuity of care. These software license agreements will initially be installed at both compounding and retail pharmacy operations, and with other pharmacy suppliers and will be either “sponsored”, or “white label” versions of software solutions we intend to deploy “direct to the consumer” and to healthcare providers,  later in the year.  We believe the use of “sponsored” applications will allow us to deploy products faster, and at a higher profit, that acting solely as a technology provider without the inclusion of advertising and promotion from market participants.

Item 3.02 Unregistered Sales of Equity Securities

In June 2018, the company issued the following shares of common stock: 100,000 shares to its Chairman of the Board for Board services compensation; 100,000 shares to a Director for Board Services compensation; 100,000 to its President and Interim Chief Executive Officer (CEO) for performance Bonus; 1,100,000 in total for reimbursement of payment of obligations made on behalf of the company; and 250,000 for consulting on behalf of the company related to a potential acquisition.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

Item 7.01. Regulation FD Disclosure.

The Company issued a press release on June 14, 2018 relating to its new telemedicine software and systems products, which is attached to this filing as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press Release issued by the company on June 14, 2018.

SIGNATURE

	True Nature Holding, Inc.
Date: June 29, 2018	By:	/s/ Louis DeLuca
		Name: Louis DeLuca
		Title:   Chief Operating Officer

EX-99.1

Exhibit 99.1

TRUE NATURE ANNOUNCES NEW PRESIDENT, TELEMEDICINE STRATEGY

ATLANTA, GA (June 14, 2018) / True Nature Holdings, Inc. (OTCQB: TNTY) (the “Company”) today formally unveiled its new technology strategy, focused on telemedicine applications. The announcement comes only 60 days after the appointment of its new President, Mr. Jay Morton. Morton, who has over 28 years’ experience in health care information technology, personally designed the new marketing and technology approach. Its applications will focus on telemedicine technology for both the human and veterinary markets.

“The changing landscape in the healthcare community requires well integrated and easy to deploy technology. Pharmacies, physicians, and hospitals require access to electronic healthcare records (EHR) to drive costs down and be responsive to their clients’ needs. In the veterinary world, online data gathering and communications with pet owners can improve the quality of life for pets and give the owners peace of mind,” explained Morton. “New improvements in devices today make this possible. These include low cost healthcare devices for humans, such as smart watches, phone apps, and smart pet collars / activity trackers for animals. When data from these devices can be easily imported to healthcare professionals, and you have a paradigm shift in immediacy, costs are reduced for all.”  According to a new report by Grand View Research, Inc., “the global telemedicine market is expected to reach USD $113.1 billion by 2025 while the global pet wearables market is projected to witness a compound annual growth rate of 11.02% during the forecast period to reach a total market size of US $2.712 billion by 2023.”

Mr. Morton, age 51, was the founder of Local Pet Rx in 2014, where he developed a pet compounding e-prescribing application. This application was used by pharmacies and veterinary clinics to process orders prescribed online, while allowing the end user pet owners to interface with both the veterinary clinic and the filling pharmacy business. His experience includes a position at McKesson, a leading provider of medical and pharmacy supplies to the retail pharmacy and compounding marketplaces, with emphasis on healthcare IT applications. He operated ScanMD, a healthcare IT provider in Jacksonville, Florida serving several major hospital operators. His career includes senior management and marketing roles at key healthcare related entities including an affiliate of Fuji Films, a services organization focused on urology practices, a provider of orthopedic products and services and at Physician Sales and Services, Inc. Mr. Morton was awarded a bachelor’s degree from Florida State University in 1990 and completed an MBA program at University of Phoenix in 2009.

“We have begun to unveil the details for our new products and services on our web site, www.truenaturepharma.com and expect further press releases as the product timeline is firmed up. We expect our new HIPAA compliant personal health records data base offering to be the lead product and will follow behind that with applications specific to the veterinarian and pets market first, then the human side of the healthcare market,” explained Morton. He continued, “We are also in discussions with providers to the compounding pharmacy and retail pharmacy business about providing “private labeled” version of some of our applications, so they can increase the reach and integration of the professionals with their clients and patients. Lastly, we do think that there is an opportunity to provide blockchain encryption services to the healthcare industry and expect further announcements in that regard as plans are developed further.”

The Mission of True Nature Holding, Inc.

To apply technology for improved healthcare for both humans and pets. We intend to build shareholder value through the delivery of quality, cost-effective, and innovative healthcare products and services to meet the needs of a worldwide market.

Statement Under the Private Securities Litigation Reform Act

As contemplated by the provisions of the Safe Harbor section of the Private Securities Litigation Reform Act of 1995, this news release contains forward-looking statements pertaining to future, anticipated, or projected plans, performances, and developments, as well as other statements relating to future operations. All such forward-looking statements are necessarily only estimates or predictions of future results or events and there can be no assurance that actual results or events will not materially differ from expectations. Further information on potential factors that could affect True Nature Holding, Inc. is included in the Company’s filings with the Securities and Exchange Commission. We expressly disclaim any intent or obligation to update any forward-looking statements.

CONTACT

Jay Morton, True Nature Holdings, President and Interim CEO

Contact Phone Number – (844) 383-8689

Email Address: ldeluca@truenaturepharma.com