UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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).
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Item 1.01 Entry into a Material Definitive Agreement
On February 19, 2024, InnovaQor, Inc. (the "Company") entered into Exchange Agreements (the "Agreements") with a total of nine holders of its common stock (the "Common Stock"). Under the Agreements, the shareholders, all of whom are residents of Canada, agreed to exchange an aggregate of 40,700,000 shares of Common Stock for 1,017.50 shares of Series E Mandatory Convertible Preferred Stock (the "Series E Preferred Stock") and 1,017.50 shares of Series F Mandatory Convertible Preferred Stock (the "Series F Preferred Stock"). As a result of the exchanges, the number of issued and outstanding shares of Common Stock decreases from 244,953,286 to 204,253,286.
The terms of the Series E Preferred Stock and Series F Preferred Stock were summarized in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 29, 2023.
The Company issued a press release regarding the Agreements and the exchanges on February 21, 2024. A copy of the press release is filed herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits |
| Exhibit No. | Exhibit Description | |
| 99.1 | Press release, dated February 21, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 3 |
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.
| Date: February 23, 2024 | INNOVAQOR, INC. | |
| By: | /s/ Darrell Peterson | |
| Darrell Peterson | ||
| Chief Executive Officer | ||
| (principal executive officer) | ||
| 4 |