UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported): March 30, 2020

~~Date~~EMR ofTECHNOLOGY ~~Report~~SOLUTIONS ~~(Date of earliest event reported): January 1, 2017~~INC.

~~EMR~~(Exact ~~Technology~~name ~~Solutions,~~of ~~Inc.~~Registrant as specified in its charter)

(Exact name of registrant as specified in charter)

Nevada		000-55715		47-5482792
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Nevada		55715		47-5482792
(State of Incorporation)		(Commission File Number)		(IRS Employer ID No.)

90 Washington Valley Road

Bedminster, ~~New~~ ~~Jersey~~NJ 07921

(Address of principal executive offices, including zip code)

(908) 997-0617

(Registrant’s telephone number, including area code)

Check the appropriate box below if the ~~Form~~ 8-K filing is intended to simultaneously satisfy the filing ~~obligation~~obligations of the registrant under any of the following provisions:

☐ Written ~~communications~~communication 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)).

~~Item~~Securities registered pursuant to Section 12(b) ~~1.01~~of the Act:

~~Entry into~~Title aof ~~Material~~each ~~Definitive~~class ~~Agreement.~~ Trading Symbol(s) Name of each exchange on which registered N/A N/A N/A

~~As previously~~Indicate ~~disclosed,~~by oncheck ~~August~~mark ~~23,~~whether ~~2016, EMR Technology Solutions, Inc., a Nevada corporation (~~the ~~“Company”) entered~~registrant ~~into~~is an ~~Investor~~emerging ~~Stock~~growth ~~Subscription~~company ~~Agreement~~as ~~(the~~defined ~~“Subscription~~in ~~Agreement”)~~Rule ~~with~~405 ~~PTS, Inc. (“PTS”), a corporation incorporated under the laws~~ of the ~~State~~Securities ofAct ~~Nevada, in which PTS agreed to purchase up to 3,700,000 shares~~ of ~~the Company’s~~1933 ~~common~~(17 ~~stock~~CFR ~~for $2,000,000 in tranches based on certain milestones~~§230.405) Onor ~~March~~Rule ~~17,~~12b-2 ~~2017, pursuant to the Subscription Agreement, PTS purchased a third tranche~~ of ~~1,387,501 shares of common stock of~~ the ~~Company for $750,000 and such proceeds were~~ ~~used~~Securities byExchange ~~the~~Act ~~Company to close the acquisition~~ of ~~DMSI~~1934 (as17 ~~defined~~CFR ~~below~~§240.12b-2) ~~as further disclosed below~~.

~~Effective January~~Emerging 1,growth ~~2017~~company (the “Effective Date”), the Company entered into a Purchase Agreement (“Agreement”) by and among Digital Medical Solutions, Inc., a Florida corporation (“DMSI”), and its sole shareholder Dr. Joseph J. Memminger III (the “Seller” and together with DMSI and the Company, the “Parties”). Pursuant to the Agreement, the Company purchased all of the Capital Stock (as defined in the Agreement) of DMSI from the Seller in exchange for (i) $1,000,000, subject to certain post-closing adjustments for working capital and earnings before interest, taxes, depreciation, and amortization, consisting of (a) $750,000 in cash, and (b) a Convertible Promissory Note (the “Note”) issued in favor of the Seller in the principal amount of $250,000 payable over a 36 month period, with 6% annual interest, convertible into common stock of the Company at a price of $3.00 per share (the “Purchase Price”). On March 15, 2017, in accordance with the terms and conditions of the Agreement, DMSI became a wholly owned subsidiary of the Company (the “Closing Date”). ☒

~~On the~~If ~~Closing~~an ~~Date,~~emerging ingrowth ~~connection with the Agreement~~company, ~~the~~indicate ~~Parties entered into a Non-Competition and Non-Disclosure Agreement (the~~by ~~“Non-Compete~~check ~~Agreement”).~~mark ~~Pursuant~~if to the ~~Non-Compete~~registrant ~~Agreement,~~has ~~for~~elected anot ~~period~~to ofuse ~~three years from~~ the ~~Closing~~extended ~~Date, the~~transition ~~Seller~~period ~~shall not, either~~ for ~~himself~~complying orwith ~~through~~ any ~~other~~new ~~person, firm, corporation~~ or ~~other~~revised ~~entity, directly or indirectly,~~financial ~~engage~~accounting instandards ~~the~~provided ~~same~~pursuant orto ~~similar~~Section ~~business as DMSI as an owner, employee, agent or partner or serve in an executive or other employment position with any other entity which operates~~ 13(a) ~~business that develops, sells or distributes services or software for electronic medical records within a 100 mile radius~~ of ~~any~~the ~~location~~Exchange ~~where DMSI has sold or distributed services or software for electronic medical records~~Act. ☐

Item 2 8.01 Other Events.

~~Completion~~The board of directors and management of ~~Acquisition~~EMR orTechnology ~~Disposition~~Solutions, Inc., a Nevada corporation (the “Company”), has determined that, in light of ~~Assets~~the circumstances and uncertainty surrounding the effects of the COVID-19 coronavirus pandemic on the Company’s business, employees, consultants, and service providers, the Company will delay the filing of its annual report on Form 10-K for the year ended December 31, 2019 (the “Annual Report”) by up to 45 days in accordance with the SEC’s March 4, 2020 Order (Release No. 34-88318) (the “Order”), which allows for the delay of certain filings required under the Securities and Exchange Act of 1934, as amended. The Company’s operations and business have experienced disruption due to the unprecedented conditions surrounding the COVID-19 pandemic spreading throughout the United States and the world and it is unable to timely review and prepare the Company’s financial statements for the 2019 fiscal year. The Company will file its Annual Report by no later than May 14, 2020, 45 days after the original due date of its Annual Report.

~~On the~~Below ~~Effective~~is ~~Date,~~a ~~the~~risk ~~Parties~~factor regarding ~~entered into~~ the ~~Agreement,~~coronavirus ~~whereby~~that the Company’s ~~purchased~~stockholders ~~all~~and ofpotential ~~the~~investors ~~Capital Stock of DMSI from the Seller~~ in ~~exchange for~~ the ~~Purchase~~Company ~~Price.~~should Onconsider ~~the Closing Date, in accordance~~ with ~~the terms and conditions of the Agreement,~~respect ~~DMSI~~to ~~became a wholly owned subsidiary of~~ the ~~Company.~~year ~~DMSI~~that iswill aend ~~company~~on ~~which~~December ~~has developed a proprietary software program for the healthcare industry~~31, ~~targeting the market for electronic medical records~~2020.

~~Item~~We face risks related to Novel Coronavirus 3(COVID-19) which could significantly disrupt our operations, sales, and financial results.~~02.~~

~~Unregistered~~Our business will be adversely ~~Sales~~impacted by the effects of ~~Equity~~the ~~Securities~~Novel Coronavirus (COVID-19). In addition to global macroeconomic effects, the Novel Coronavirus (COVID-19) outbreak and any other related adverse public health developments will cause disruption to our operations and sales activities. Our third-party vendors and our customers have been and will be disrupted by worker absenteeism, quarantines and restrictions on employees’ ability to work, office and factory closures, border closures, or other travel or health-related restrictions. Depending on the magnitude of such effects on our activities or the operations of our third-party vendors, the use and implementation of our products will be delayed, which could adversely affect our business, operations and customer relationships. In addition, the Novel Coronavirus (COVID-19) or other disease outbreak will in the short-run and may over the longer term adversely affect the economies and financial markets of many countries, resulting in an economic downturn that will affect demand for our products and services and impact our operating results. There can be no assurance that any decrease in sales resulting from the Novel Coronavirus (COVID-19) will be offset by increased sales in subsequent periods. Although the magnitude of the impact of the Novel Coronavirus (COVID-19) outbreak on our business and operations remains uncertain, the continued spread of the Novel Coronavirus (COVID-19) or the occurrence of other epidemics and the imposition of related public health measures and travel and business restrictions will adversely impact our business, financial condition, operating results and cash flows. In addition, we have experienced and will experience disruptions to our business operations resulting from quarantines, self-isolations, or other movement and restrictions on the ability of our employees to perform their jobs that may impact our ability to develop and design our products and services in a timely manner or meet required milestones or customer commitments.

~~Item 1.01 and Item 2.01 are hereby incorporated by reference.~~ SIGNATURE

~~As disclosed~~Pursuant ~~above, the securities issued pursuant~~ to the ~~Subscription~~requirements ~~Agreement and the Agreement were not registered under the Securities Act, but qualified for exemption under Section 4(a)(2)~~ of the Securities ~~Act. The securities were exempt from registration~~ ~~under~~Exchange ~~Section 4(a)(2) of the Securities~~ Act ~~because the issuance~~ of ~~such securities by the Company did not involve a “public offering~~1934,” ~~as defined in Section 4(a)(2) of~~ the ~~Securities~~registrant ~~Act,~~has ~~due~~duly tocaused ~~the~~this ~~insubstantial~~report number of persons involved in the transaction, size of the offering, and manner of the offering and number of securities offered. The Company did not undertake an offering in which it sold a high number of securities to a high number of investors. In addition, the Investor had the necessary investment intent as required by Section 4(a)(2) of the Securities Act since they agreed to, and received, the securities bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be ~~immediately~~signed ~~redistributed into the market and therefore not be part of a “public offering.” Based~~ on anits ~~analysis~~behalf ofby the ~~above~~undersigned ~~factors,~~hereunto ~~the~~duly ~~Company has met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act~~authorized.

SIGNATURES

	EMR TECHNOLOGY SOLUTIONS, INC.

Date: March 30, 2020	By:	/s/ John X. Adiletta
		John X. Adiletta
		Chief Executive Officer

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.

Dated: March 21, 2017	EMR TECHNOLOGY SOLUTIONS, INC.
	By:	/s/ John X. Adiletta
	Name:	John X. Adiletta
	Title:	President

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