Vantage Health

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. ☐

☐Yes ☒ No

During March, 2017, we entered into a settlement agreement with a certain noteholder and agreed to pay a total of $300,000, with $50,000 monthly installments at the time of execution through August 1, 2017. We issued a convertible promissory note to that noteholder in the principal amount of $100,000 with interest at 4% per annum and maturing on September 1, 2017. The note is convertible into shares of our common stock at a price per share equal to 70% of our lowest trading price for the 20 trading days prior to the noteholder's notice of conversion. In addition, the Company agreed to sign a confession of judgment for $693,952.88, which will be reduced to $392,952.88 upon payment of $300,000, and will thereafter remain outstanding until the note is paid off or fully converted. All outstanding warrants held by the noteholder will be returned to us upon fulfillment of the terms of the settlement agreement. We are currently in default with the terms of this agreement.

During April, 2017, the Company entered into a settlement agreement with certain noteholders concerning convertible promissory notes we issued in favor of one of those noteholders in the aggregate amount of $275,000. Under the settlement agreement, we agreed to pay the certain note holder $275,000 as follows: monthly installments of $7,500 for six months starting May 1, 2017 (which initial payment has been made); monthly installments of $10,000 for six months starting November 1, 2017; and a final balloon payment of $170,000 on or before May 1, 2018. Pursuant to the terms of the notes, contemporaneously, we entered into an agreement that provides that the settlement payoffs, described above, will reduce the principal balance under the convertible promissory notes by half. We are currently in default with the terms of this agreement.

During February, 2018, the Company’s Board of Directors designated a class of preferred stock entitled Series C Convertible Preferred Stock, consisting of up to two million shares, par value $0.001. Under the Certificate of Designation, the holders of Series C Convertible Preferred Stock are entitled to vote together with the holders of our common stock on all matters submitted to the shareholders on an as converted basis. The holders are further entitled to convert each share of their Series C Convertible Preferred Stock into twenty thousand shares of common stock. The shares of Series C Preferred Stock shall automatically convert into shares of the Company’s common stock at such time as the Company has extinguished all of its convertible debt and the Company has a sufficient number of shares of authorized but unissued shares of common stock to issue to the holders. The Series C Convertible Preferred Stock holders are also entitled to anti-dilution protection until such time as the Company has retired all of its convertible debt.

The Company has been developing a low cost point-of-care screening device that will detect and analyze common componentsThe principles of operation are driven by technology developed by NASA. Development efforts on the sensor continue, and the device is now in a clinical environment.