AUTHENTIDATE HOLDING CORP. (OTCMKTS:ADAT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into Material Definitive Agreement. |
| Item 3.02 | Unregistered Sales of Equity Securities. |
To the extent required to be disclosed to Item 1.01 and Item 3.02
of Current Report Form 8-K, the information set forth in response
to Item 8.01 of this Current Report on Form 8-K is incorporated
by reference to Item 1.01 and Item 3.02 of this Current Report on
Form 8-K.
| Item 8.01 | Other Events. |
As previously reported, Authentidate Holding Corp. (the Company
or AHC) and Peachstate Health Management LLC, d/b/a AEON Clinical
Laboratories (AEON) entered into an Amended and Restated
Agreement and Plan of Merger (the Merger Agreement), and on
January 27, 2016, the parties completed the merger. As a result
of the merger, AEON became a wholly-owned subsidiary of AHC.
to the Merger Agreement, and as previously reported, former
members of AEON may be entitled to additional earnout payments,
payable by AHC in shares of its common stock (as defined below,
the Earnout Shares) based upon stockholder approval and the
achievement of certain earnings milestones of the AEON business.
To date, the parties have determined that an aggregate of
1,396,126 Earnout Shares have been earned in accordance with the
Merger Agreement. On December 15, 2016, the parties entered into
Amendment No. 2 (Amendment No. 2) to the Merger Agreement to
modify the definition of Target Members as set forth in the
Merger Agreement, and subsequently issued the aforementioned
Earnout Shares. Following such issuance, there are 7,168,159
shares of AHC Common Stock outstanding.
Further, as previously reported, the Company announced that on
August7, 2016, the employment of Richard Hersperger, Chief
Executive Officer of Authentidate Holding Corp., terminated and
that Hanif (Sonny) Roshan, the Companys Chairman, assumed the
position of Chief Executive Officer. Since that time, the Company
has not been able to enter into a mutually agreeable separation
agreement with Mr. Hersperger, as originally anticipated. The
Company and Mr. Hersperger continue to dispute Mr. Herspergers
entitlement to any shares of the Companys Common Stock and other
severance benefits.
The Earnout Shares have been issued in a private placement exempt
from registration under Section4(a)(2) of the Act and Rule 506(b)
of Regulation D, because the offer and sale of such securities
does not involve a public offering as defined in Section4(a)(2)
of the Securities Act, and other applicable requirements were
met. The foregoing summary of Amendment No. 2 is qualified in its
entirety by reference to the full text of Amendment No. 2, a copy
of which is attached as Exhibit 2.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
The following exhibit is attached to this Form 8-K:
| Exhibit No. | Description |
| 2.1 |
Amendment No. 2 dated as of December 15, 2016 to Amended and Restated Merger Agreement. |
About AUTHENTIDATE HOLDING CORP. (OTCMKTS:ADAT)
Authentidate Holding Corp. and its subsidiaries provide Web-based revenue cycle management applications, and telehealth products and services. The Company enables healthcare organizations to coordinate care for patients and to manage related administrative and clinical workflows. Its Web-based solutions incorporate multiple features and security technologies, such as business-rules based electronic forms, intelligent routing, transaction management, electronic signatures, identity credentialing, content authentication, automated audit trails and remote patient management capabilities. The Company’s Inscrybe Healthcare is a Web-based revenue cycle management workflow automation solution. Its Telehealth Solutions provide an advanced in-home patient vital signs monitoring system and a Web-based management and monitoring software module for use by healthcare providers. The Company’s AuthentiProof is a content integrity and time-and-date stamp application. AUTHENTIDATE HOLDING CORP. (OTCMKTS:ADAT) Recent Trading Information
AUTHENTIDATE HOLDING CORP. (OTCMKTS:ADAT) closed its last trading session up +0.10 at 3.57 with 171,686 shares trading hands.