OptimizeRx Corporation (OTCMKTS:OPRX) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 to that report. The Agreement provides for the acquisition of RMDY for approximately $16 million (subject to adjustment for net working capital and other customary adjustments), by merging MergerCo with and into RMDY, with RMDY continuing as the surviving entity and wholly owned subsidiary of our company. This Amendment to the Current Report on Form 8-K is filed to provide the required financial statements of the business acquired, as well as the proforma financial information of the combined entities.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Specific forward-looking statements include, without limitation, statements related to the Company’s financial outlook and projected results of operations, including assumptions underlying the Company’s projections. Forward-looking statements involve risks, uncertainties, assumptions, and other factors that are difficult to predict and that could cause actual results to vary materially from those expressed in or indicated by them. Factors include, among others, the impact of the Company’s acquisitions on its operating results and other factors, as described in the Company\’s filings with the Securities and Exchange Commission, including the detailed factors discussed under the heading "Risk Factors" in the Company\’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018. Caution should be taken not to place undue reliance on the Company’s forward-looking statements, which represent the Company’s views only as of the date this report is filed. The Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
Section 2 – Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed, On September 5, 2019, OptimizeRx Corp. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with OptimizeRX Digital Therapeutics, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“MergerCo”), and RMDY Health, Inc. (“RMDY”), to which the Company will acquire RMDY for approximately $16 million (subject to adjustment for net working capital and other customary adjustments, the “Merger Consideration”), by merging MergerCo with and into RMDY, with RMDY continuing as the surviving entity and wholly owned subsidiary of the Company (the “Merger”).
to the Merger Agreement, and subject to the terms and conditions set forth therein, at the closing of the Merger (the “Closing”), each of RMDY’s outstanding shares (including common and preferred shares) and applicable equity awards (including in-the-money options and warrants) will be converted into the right to receive the applicable portion of the Merger Consideration. Fifty percent of the Merger Consideration will be paid in cash and the other fifty percent will be paid in shares of the Company’s common stock, with the actual number of such shares to be issued determined as the quotient obtained by dividing fifty percent of the Merger Consideration by the volume-weighted average trading price of the Company’s stock as reported by NASDAQ for the thirty (30) consecutive trading days ending on the day immediately preceding the Closing. A portion of the Merger Consideration will be held in an escrow fund for the purposes of satisfying certain indemnification obligations of the equity holders.
On October 4, 2019, the Company completed the acquisition of RMDY. As a result of the Closing, RMDY became a wholly-owned subsidiary of the Company. For the acquisition, the Company paid the Merger Consideration, consisting of approximately $16 million, and subject to further adjustment based on the final working capital determination as of the closing date. The price was paid in cash and stock as set forth in the Merger Agreement. Approximately $8.7 million of cash was paid at closing and 382,893 shares of common stock will be issued in October 2019. Additional shares may be issued upon eventual release of the escrow amounts.
The Merger Agreement has been included to provide investors with information regarding its terms. The representations, warranties, and covenants contained in the Merger Agreement were made only for the purposes of the Merger Agreement, were made as of specific dates, were made solely for the benefit of the parties to the Merger Agreement, and may not have been intended to be statements of fact, but rather as a method of allocating risk and governing the contractual rights and relationships among the parties to the Merger Agreement. In addition, such representations, warranties, and covenants may have been qualified by certain disclosures not reflected in the text of the Merger Agreement and may apply standards of materiality and other qualifications and limitations in a way that is different from what may be viewed as material by the Company’s shareholders. None of the Company’s shareholders or any other third party should rely on the representations, warranties, and covenants, or any descriptions thereof, as characterizations of the actual state of facts or conditions of the Company, the Company, Merger Sub, or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company that is or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q, Forms 8-K, and other documents that the Company files or has filed with the SEC.
The foregoing descriptions of the Merger Agreement and the Merger are summaries, do not purport to be complete, and are qualified in their entirety by reference to the full text of the Merger Agreement, and the exhibits attached thereto, a copy of which is attached as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 9, 2019 and incorporated by reference herein.
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
We have included as exhibits to this Current Report the required financial statements of RMDY in connection with our acquisition of the company, as well as the required combined proforma information.
Section 3 – Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities.
The information disclosed under Item 1.01 of this Current Report is incorporated herein by reference.
The issuance of the Merger Consideration consisting of the Company’s common stock upon the closing of the Merger is expected to be made in in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D promulgated under the Securities Act.
SECTION 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 2.1 | Agreement and Plan of Merger, dated September 5, 2019(1) |
| 23.1 | Consent of Kesselman & Kesselman |
| 99.1 | Audited financial statements for RMDY |
| 99.2 | Unaudited financial statements for RMDY |
| 99.3 | Unaudited Pro Forma Combined Financial Information |
| (1) | Incorporated by reference to Exhibit 2.1 of the Current Report filed on September 9, 2019 with the Securities and Exchange Commission. |
OptimizeRx Corp Exhibit
EX-23.1 2 f8k100419a1ex23-1_optimizerx.htm CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 No. 333-228357 and Form S-8 No. 333-210653 of OptimizeRx Corp. of our report dated December 18,…
To view the full exhibit click here
About OptimizeRx Corporation (OTCMKTS:OPRX)
OptimizeRx Corporation is a technology solutions company. The Company focuses on the healthcare industry. The Company connects patients, physicians and pharmaceutical manufacturers through technology. The Company’s solutions provide pharmaceutical manufacturers a direct to physician channel for communicating and promoting products. It provides healthcare providers a means to provide sampling and coupons without having to physically store samples on site. The Company’s principal products and applications include SampleMD, OPTIMIZEHR and OPTIMIZERx.com. SampleMD is a virtual Patient Support Center. OPTIMIZEHR is a consulting practice focused on educating and working with pharmaceutical manufacturers on identifying, formulating and implementing new electronic prescribing (eRx) media strategies for promoting their products. OPTIMIZERx.com is a portal to healthcare savings for patients to centrally review and participate in prescription and healthcare savings and support programs.