MEDAVAIL HOLDINGS, INC. Item 1.01. Entry into a Material Definitive Agreement.
On
The CVS Transaction allows for the continuity of care for SpotRx pharmacy
customers and potential employment for SpotRx pharmacy team members. A portion
of the proceeds from the CVS Transaction will be used to paydown the Company's
existing loan facility. The Company previously prepaid a portion of the loan at
the end of 2022, and after the closing of the transaction, the Company
anticipates its remaining debt balance to be approximately
The Company currently estimates that it will end 2022, prior to the CVS
transaction, with between
The closing of the CVS Transaction is subject to customary closing conditions.
The Asset Purchase Agreement contains customary representations, warranties,
covenants and indemnification provisions. Under the Asset Purchase Agreement,
the Company has agreed to indemnify CVS from and against specified liabilities
and expenses incurred by CVS, including as a result of the breach of the
Company's representations and warranties, and subject to certain limitations. A
portion of the purchase price, in the aggregate amount of up to
The Asset Purchase Agreement and the schedules and exhibits thereto are not intended to provide any other factual information about the Company, CVS or their respective subsidiaries and affiliates. The Asset Purchase Agreement contains representations and warranties by each of CVS and the Company. These representations and warranties were made solely for the benefit of the parties to the Asset Purchase Agreement and (i) should not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified, modified or excepted in the Asset Purchase Agreement by confidential disclosures that were made to the other party in connection with the negotiation of the Asset Purchase Agreement; (iii) may apply contractual standards of "materiality" that are different from "materiality" under applicable securities laws; and (iv) were made only as of the date of the Asset Purchase Agreement or such other date or dates as may be specified in the Asset Purchase Agreement and may change after the date of the Asset Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures. Accordingly, investors and stockholders should not rely on the representations and warranties in the Asset Purchase Agreement as characterizations of the actual state of facts or condition of the Company or CVS or their respective subsidiaries or affiliates.
The foregoing description of the CVS Transaction and the Asset Purchase
Agreement are qualified in their entireties by the full terms of the Asset
Purchase Agreement, which will be filed as exhibits to the Company's Annual
Report on Form 10-K for the year ended
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Item 2.01 Completion of Acquisition or Disposition of Assets.
On
Item 2.02 Results of Operations and Financial Condition.
On
This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 2.05 Costs Associated with Exit or Disposal Activities.
The Company previously announced its plan to exit the pharmacy services business
and the related reduction in force. The Company currently estimates that it will
incur one-time costs in the first half of 2023 related to the previously
announced restructuring to be approximately
Item 8.01 Other Events.
On
Forward Looking Statements
This Current Report on Form 8-K contains a number of forward-looking statements
that are intended to be covered by the safe harbor for "forward-looking
statements" provided by the Private Securities Litigation Reform Act of 1995, as
amended. Forward looking statements are statements that are not historical
facts. Words such as "expects," "believes," "will," "may," "anticipates,"
"intends," "plans," "estimates," "seek," "predict," "project," "potential" or
the negatives of these terms or variations of them or similar expressions are
intended to identify forward-looking statements. These forward-looking
statements include, but are not limited to, statements regarding the Company's
business strategy and market opportunity; preliminary estimates of selected
financial results, potential future revenue and cost savings projections and
expectations for growth and profitability; restructuring and reorganization
targets, customer demand and expansion plans; margin, utilization and cost
reduction improvements; the closing of, and expected proceeds from, the CVS
Transaction, customer partnerships and potential financing transactions. These
statements are based on various assumptions, whether or not identified in this
Current Report on Form 8-K, and on the current expectations of the Company's
management and are not predictions of actual performance. Forward-looking
statements are subject to a number of risks and uncertainties that could cause
actual results to differ materially from the forward-looking statements,
including but not limited to our ability to successfully achieve the benefits of
a pharmacy technology only business and the efficiencies related to a
restructuring and reorganization, risks related to consummating the CVS
Transaction, and risks relating to our ability to successfully consummate other
potential strategic, financing and restructuring transactions, as well as other
risks discussed under the heading "Risk Factors" in MedAvail's Annual Report on
Form 10-K for the year ended
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inaccurate. While the Company believes that such preliminary information and estimates are based on reasonable assumptions, actual results may vary, and such variations may be material. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. These forward-looking statements speak only as of the date hereof and MedAvail specifically disclaims any obligation to update these forward-looking statements.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press release datedJanuary 26, 2023
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