UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~December~~January 216, ~~2022~~2023

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HEALTHTECH SOLUTIONS, INC./UT

(Exact name of registrant as specified in its charter)

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Utah	0-51012	84-2528660
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

181 Dante Avenue, Tuckahoe, New York 10707

(Address of Principal Executive Office) (Zip Code)

844-926-3399

(Registrant’s telephone number, including area code)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

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 17.01 ~~ENTRY~~REGULATION ~~INTO~~FD ~~A MATERIAL DEFINITIVE AGREEMENT~~DISCLOSURE

On ~~December~~January 216, ~~2022 Healthtech Solutions~~2023, ~~Inc.~~the ~~(“HLTT”) and~~President ~~its~~of ~~subsidiaries,~~ Healthtech ~~Wound Care, Inc. (“HWC”), The Clia Lab, LLC (“TCL”),~~Solutions ~~Cellsure~~issued ~~L3C~~his ~~and~~annual ~~Healthtech~~letter Management Services, Inc., entered into an Equity Exchange Agreement with World Reach Holdings, LLC (“WR Holdings”) and its affiliates, World Reach Health, LLC (“WRH”), World Reach Med, LLC (“WR Med”), Live For Today Ventures, LLC, Redi-Med Consulting, LLC, Jelena Olmstead (“Olmstead”) and James Pesoli (“Pesoli”). The Equity Exchange Agreement provides that, at a Closing to ~~occur on or prior to January 27, 2022, HLTT will issue to~~ the ~~members~~shareholders ~~of WR Holdings 23,715,673 shares of HLTT common stock~~ and ~~warrants~~employees ~~to purchase 1,700,000 shares~~ of ~~HLTT~~Healthtech ~~common stock for $~~Solutions.25 ~~per~~A ~~share,~~copy ~~and will issue to WR Med, an affiliate~~ of ~~WR Holdings, warrants to purchase 530,769 shares of HLTT common stock for $.25 per share. In exchange for that HLTT equity,~~ the ~~members~~letter ~~of WR Holdings will assign to HLTT fifty-one percent (51%) of the membership interest in WR Holdings and will enter into an amended operating agreement for WR Holdings with HLTT. WR Holdings~~ is afurnished ~~holding~~as ~~company~~Exhibit ~~that owns all of the membership interest in WRH~~99. ~~WRH is engaged in the business of distributing healthcare-related~~1 ~~products~~to ~~and~~this ~~services,~~current ~~and has served as the primary distributor for wound care products manufactured by or on behalf of HWC since August 2022~~report. ~~Olmstead and Pesoli are the principal managers of WR Holdings and WRH.~~

The ~~Equity~~information ~~Exchange~~in ~~Agreement~~this ~~further~~Item ~~provides~~7.01 ~~that,~~and onExhibit ~~the Closing~~99.1 ~~Date,~~hereto shall not be deemed “filed” for the ~~number~~purposes of ~~members~~or ofotherwise subject to the ~~HLTT~~liabilities ~~Board~~under ofSection ~~Directors~~18 ~~will~~of bethe ~~increased~~Securities Exchange toAct ~~four~~of 1934, ~~and~~as ~~that~~amended ~~Pesoli~~(the ~~will~~“Exchange beAct”). ~~appointed~~Unless toexpressly ~~serve~~incorporated asinto a filing by Healthtech Solutions ~~member~~under the Securities Act of 1933, as amended, or the ~~HLTT~~Exchange ~~Board~~Act, the information contained in this Item 7.01 Inand ~~addition,~~Exhibit on99.1 ~~that~~hereto shall ~~date,~~not ~~HLTT~~be ~~will~~incorporated ~~enter~~by reference into ~~Executive~~any ~~Employment~~filing ~~Agreements~~of ~~with~~the registrant, whether made before or after the ~~following~~date ~~individuals:~~hereof, regardless of any general incorporation language in such filing.

Executive Position with HLTT Position with HLTT Subsidiary Jelena Olmstead Chief Executive Officer -- Manuel E. Iglesias President Chief Financial Officer of WR Holdings and WRH James Pesoli Senior Vice President Chief Executive Officer of WRH

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibits

10-a	Equity Exchange Agreement dated December 21, 2022 among Healthtech Solutions, Inc., Healthtech Wound Care, Inc., The Clia Lab, LLC, Cellsure L3C, Healthtech Management Services, Inc., World Reach Health, LLC, World Reach Med, LLC, World Reach Holdings, LLC, Live For Today Ventures, LLC, Redi-Med Consulting, LLC, Jelena Olmstead and James Pesoli.
99.1	Annual Letter to Shareholders dated January 6, 2023.
104	Cover page interactive data file (embedded within the iXBRL document)

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.

	Healthtech Solutions, Inc.
Date: December 22, 2022	By:	/s/ Manuel E. Iglesias Manuel E. Iglesias, President
Date: January 6, 2023	By:	/s/ Manuel E. Iglesias Manuel E. Iglesias, President

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