Transaction to result in a Nasdaq-listed
company focused on data normalization, application interoperability
and big data analytics within the healthcare market
Alliance MMA, Inc. (NASDAQ:AMMA) and SCWorx Corp., a privately
held provider of data content and services related to the repair,
normalization and interoperability of information for healthcare
providers and big data analytics for the healthcare industry, today
announced the signing of a definitive agreement under which AMMA
will acquire SCWorx in an all-stock transaction, resulting in
SCWorx acquiring a controlling interest in AMMA. Upon closing, on a
pro forma basis for the combined company, the existing AMMA and
SCWorx shareholders are expected to own approximately 20% and 80%,
respectively, of the issued and outstanding common stock of AMMA
(based upon a presumed share price for AMMA of $0.67 on the Closing
Date, subject to adjustment if the per share price of AMMA stock is
less than $0.67 per share at the Closing Date.).
The transaction will result in a combined company primarily
focused on connecting the three core healthcare provider
systems:
- Materials Management Information System
(MMIS);
- the Clinical Information Systems or
Electronic Medical Record (EMR); and
- the Charge Description Master (CDM),
enabling healthcare providers’ enterprise systems to work as a
single, more accurate, automated and seamless business management
system.
SCWorx offers an advanced software solution for the management
of health care providers’ foundational business applications.
Together these software systems have been credited with the
healthcare providers’ customers tending to realize reduced medical
expenses, while healthcare providers have tended to experience
expanded revenues and more successful and safer clinical outcomes.
The SCWorx software solution ultimately transforms many aspects of
the healthcare providers’ business through its delivery of highly
accurate, real-time information that offers the executives of these
healthcare providers the ability to optimize many areas of their
day-to-day operations, negotiate better contracts with their
vendors and payors and make better decisions with respect to
strategic purchases.
SCWorx has experienced strong double-digit recurring revenue
growth and profitability since 2016, trends which SCWorx’
management believes should continue.
Marc Schessel, CEO of SCWorx stated, “Our forthcoming
combination with Alliance MMA should enable us to achieve a major
milestone, as our listing on the NASDAQ should lead to enhanced
growth, viability and market opportunities. We are proud of the
consistent performance and progress that led to this opportunity,
and we are confident that our leading SaaS platform will attract
new shareholders and investors as a Nasdaq-listed company.”
Alliance MMA’s Chairman of the Board, Joel Tracy, similarly
expressed enthusiasm for the agreement, “We are looking forward to
completing the transaction with SCWorx. They are among the leading
data normalization software providers that are changing the way
health care providers control and utilize their data to drive more
successful clinical outcomes for patients.”
About the Proposed Transaction
Under the terms of the share exchange agreement, AMMA will
acquire all the issued and outstanding capital stock of SCWorx in
exchange for which the SCWorx shareholders will receive shares of
common stock of AMMA. On a pro forma basis for the combined
company, the existing AMMA and SCWorx shareholders are expected to
own approximately 20% and 80%, respectively, of the issued and
outstanding common stock of AMMA, subject to certain adjustments
based on the share price of AMMA at closing. The conversion ratio
for the transaction is based on a valuation of SCWorx of $50
million and will be based on the share price of AMMA on the Closing
Date, subject to a cap of $0.67 per share.
The proposed transaction has been unanimously approved by the
boards of directors of both companies and is expected to close
during the fourth quarter of 2018, subject to the approval of the
transaction by the shareholders of both companies, and other
customary closing conditions, including that the combined company
will meet applicable Nasdaq listing requirements.
The Nossiff Law Firm LLP acted as legal advisor to Alliance MMA.
Zysman, Aharoni, Gayer and Sullivan & Worcester LLP acted as
legal advisor to SCWorx.
Management and Organization
Marc Schessel, founder of SCWorx, is expected to serve as the
Chief Executive Officer of the combined company. The board of
directors of the combined company is expected to be comprised of at
least four members to be designated by SCWorx.
If the transaction is consummated, Alliance MMA will seek
shareholder approval to change its name to SCWorx and also intends
to apply to change its ticker symbol on Nasdaq. Upon completion of
the share exchange, the corporate headquarters will be in Tampa,
Florida and the combined company will remain domiciled in
Delaware.
About Alliance MMA, Inc.
Alliance MMA, Inc., is a professional mixed martial arts (MMA)
company which has scaled back its operations and is currently
focused on MMA athlete management with its wholly owned subsidiary,
SuckerPunch and MMA promotion ticket solution, CageTix.
For more information, please visit the company's
website, www.alliancemma.com, the
content of which is not incorporated herein by reference.
Forward-looking Statements
This press release contains “forward-looking statements” that
involve substantial risks and uncertainties for purposes of the
safe harbor provided by the Private Securities Litigation Reform
Act of 1995. All statements, other than statements of historical
facts, included in this press release regarding strategy, future
operations, future financial position, prospects, plans and
objectives of management are forward- looking statements. Examples
of such statements include, but are not limited to, statements
relating to the structure, timing and completion of the proposed
transaction; the combined company’s listing on Nasdaq after closing
of the proposed transaction; expectations regarding the
capitalization, resources and ownership structure of the combined
company; the nature, strategy, results, focus, growth,
profitability and market opportunities of the combined company; the
executive and board structure of the combined company; and
expectations regarding voting by Alliance MMA and SCWorx
shareholders. Alliance MMA and/or SCWorx may not actually achieve
the plans, carry out the intentions or meet the expectations or
projections disclosed in the forward-looking statements and you
should not place undue reliance on these forward-looking
statements. Such statements are based on management’s current
expectations and involve risks and uncertainties. Actual results
and performance could differ materially from those projected in the
forward- looking statements as a result of many factors, including,
without limitation, risks and uncertainties associated with
shareholder approval of and the ability to consummate the proposed
transaction through the process being conducted by Alliance MMA and
SCWorx, the ability to project future cash utilization and reserves
needed for contingent future liabilities and business operations
and the availability of sufficient resources of the combined
company to meet its business objectives and operational
requirements.
The forward-looking statements contained or implied in this
press release are subject to other risks and uncertainties,
including those discussed under the heading “Risk Factors” in
Alliance MMA's Annual Report on Form 10-K for the fiscal year ended
December 31, 2017, filed with the Securities and Exchange
Commission (SEC) and in subsequent filings with the SEC. Except as
otherwise required by law, Alliance MMA and SCWorx each disclaim
any intention or obligation to update or revise any forward-looking
statements, which speak only as of the date they were made, whether
as a result of new information, future events or circumstances or
otherwise.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
A proxy statement and a proxy card will be filed with the SEC
and will be mailed to Alliance MMA’s shareholders seeking any
required shareholder approvals in connection with the proposed
transactions. Before making any voting or investment decision,
investors and shareholders are urged to read the proxy statement
(including any amendments or supplements thereto) and any other
relevant documents that Alliance MMA may file with the SEC when
they become available because they will contain important
information about the proposed transactions.
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version on businesswire.com: https://www.businesswire.com/news/home/20180824005210/en/
Alliance MMA, Inc.John Price,
Presidentjprice@alliancemma.comorSCWorxInvestor
RelationsMS-IR LLCMiri Segal-Scharia,
917-607-8654CEOmsegal@ms-ir.comorDaphna Shamash, 203-979-2648Vice
Presidentdshamash@ms-ir.com
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