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Item 1.02
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Termination
of a Material Definitive Agreement.
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BCSF
As
previously disclosed, on August 23, 2021, Puget Technologies, Inc. (“Puget” or the “Registrant”) entered into
an acquisition and option agreement with Ms. Yipsi Martin (the “BCSF Acquisition Agreement”) pursuant to which it was anticipated
that, subject to appropriate due diligence investigations, the Registrant would acquire a 50 percent interest in Behavioral Centers of
South Florida LLC, a Florida limited liability company (“BCSF”), with an option to acquire the remaining 50 percent interest.
On
December 2, 2021, the Registrant entered into a release agreement with BCSF under which the parties agreed to terminate the BCSF Acquisition
Agreement effective December 4, 2021 (the “Release Agreement”).
The
foregoing description of the BCSF Acquisition Agreement and the Release Agreement are subject to, and qualified in their entirety by,
the full text of the BCSF Acquisition Agreement, which was filed as Exhibit 10.01 to the Current Report on Form 8-K filed by the Registrant
on August 27, 2021, and the full text of the Release Agreement, which is attached as Exhibit 99.01 hereto, and each of which is incorporated
herein by reference.
Glades
As
previously disclosed, on October 28, 2021, the Registrant entered into a merger agreement and plan of reorganization (the “Glades
Agreement”) with a joint venture formed by Primary Medical Physicians, LLC, a Florida limited liability, Personal Care Medical
Group, LLC, a Florida limited liability company, and, Glades Medical Centers LLC, a Florida limited liability company using Glades Medical
Centers of Florida, LLC, a Florida limited liability company as the joint venture vehicle all four entities being collectively referred
to in this Current Report as “Glades.” The Glades principals involved included Messrs. Carlos H. Arce, Esquire, Robbie Chamoun
and Daniel Sierra, and, Ramon A. Berenguer, MD. Until his recent resignation described below, Mr. Arce also served as the general counsel,
chief compliance officer, secretary and vice president of the Registrant.
The
Registrant’s president, Karen Lynn Fordham, and the chairman of its board of directors, Hermann Burckhardt, conducted diligence
and subsequently the parties decided to terminate the Glades Agreement. On December 3, 2021, the Glades principals indicated their intent
to end negotiations by way of a letter addressed to the Registrant. Ms. Fordham and Mr. Burckhardt then responded to the December
3 letter on December 8, 2021, indicating that the Registrant consented to the termination of the Glades Agreement in accordance with
Paragraph 7.1(A) thereof.
