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PROSPECTUS
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Filed Pursuant to Rule 424(b)(3)
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Registration No. 333-266842
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MedAvail Holdings, Inc.
14,117,646 Shares of Common Stock
This prospectus relates to the disposition, from time to time, by
the selling stockholders identified in this prospectus under the
caption “Selling
Stockholders”
on page
9
of up to 14,117,646 shares of our common stock, including shares
issuable upon the exercise of warrants to purchase our common
stock.
The selling stockholders or their permitted transferees or other
successors-in-interest may, but are not required to, sell the
shares of our common stock offered by this prospectus from time to
time in a number of different ways and at varying prices as
determined by the prevailing market price for shares or in
negotiated transactions. See “Plan
of Distribution”
on page
11
for a description of how the selling stockholders may dispose of
the shares covered by this prospectus. We do not know when or in
what amount the selling stockholders may offer the shares for
sale.
We are not selling any shares of our common stock under this
prospectus and will not receive any proceeds from the sale of
shares of common stock by the selling stockholders. We will receive
proceeds from the cash exercise of the warrants which, if exercised
for cash with respect to all of the 4,705,881 shares of common
stock underlying such warrants at the exercise price per share of
$1.25, would result in gross proceeds to us of approximately $5.88
million. We have agreed to pay certain expenses related to the
registration of the offer and sale of the shares of common stock
pursuant to the registration statement of which this prospectus
forms a part. The selling stockholders will bear all commissions
and discounts, if any, attributable to the sale of the
shares.
Our common stock is listed on The Nasdaq Capital Market under the
symbol “MDVL.” On August 9, 2022, the last reported closing sale
price of our common stock on The Nasdaq Capital Market was $1.16
per share.
Investing in our common stock involves a high degree of risk. You
should review carefully the risks and uncertainties described under
the heading “Risk
Factors”
starting on page
4
of this prospectus, and under similar headings in the documents
that are incorporated by reference into this
prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is August 26, 2022.
TABLE OF CONTENTS
This prospectus is part of a resale registration statement that we
filed with the Securities and Exchange Commission, or the SEC,
using a “shelf” registration process. Under this shelf registration
process, the selling stockholders may, from time to time, offer and
sell the common stock described in this prospectus.
You should rely only on the information contained in, or
incorporated by reference into, this prospectus or contained in any
free writing prospectus prepared by or on behalf of us or to which
we have referred you. Neither we nor the selling stockholders have
authorized anyone to provide any information or to make any
representations other than those contained in, or incorporated by
reference into, this prospectus or in any free writing prospectuses
prepared by or on behalf of us or to which we have referred you. We
take no responsibility for, and can provide no assurance as to the
reliability of, any other information that others may give you.
This prospectus is an offer to sell only the securities offered
hereby, but only under circumstances and in jurisdictions where it
is lawful to do so. The information contained in, or incorporated
by reference into, this prospectus is accurate only as of its date
regardless of the time of delivery of this prospectus or of any
sale of securities. Our business, financial condition, operating
results and prospects may have changed since that
date.
You should also read and consider the information in the documents
to which we have referred you under the captions “Where You Can
Find More Information” and “Information Incorporated by Reference”
in this prospectus.
For investors outside the United States, neither we nor the selling
stockholders have done anything that would permit this offering or
possession or distribution of this prospectus in any jurisdiction
where action for that purpose is required, other than in the United
States. Persons who come into possession of this prospectus and any
free writing prospectus related to this offering in jurisdictions
outside the United States are required to inform themselves about
and to observe any restrictions as to this offering and the
distribution of this prospectus and any such free writing
prospectus applicable to that jurisdiction.
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by, and should
be read together with, the more detailed information and financial
statements and related notes thereto incorporated by reference into
this prospectus. Before you decide to invest in our common stock,
you should read the entire prospectus carefully, including the risk
factors and the financial statements and related notes incorporated
by reference into this prospectus. Unless the context requires
otherwise, in this prospectus the terms “MedAvail,” “MedAvail
Holdings,” the “Company,” “we,” “us” and “our” refer to MedAvail
Holdings, Inc., together with its subsidiaries, taken as a whole.
This prospectus includes trademarks, service marks and trade names
owned by us or other companies. All trademarks, service marks and
trade names included in this prospectus are the property of their
respective owners.
Company Overview
We are a technology-enabled retail pharmacy technology and services
company, we have developed and commercialized an innovative
self-service pharmacy, mobile application, kiosk, and drive-thru
solution. Through our full-stack pharmacy technology platform, and
personal one-on-one service, we bring pharmacy-dispensing
capability to the point of care, resulting in lower costs, higher
patient satisfaction, improved medication adherence, and better
health outcomes.
We offer a unique, pharmacy technology solution which is anchored
around our core technology called the MedAvail MedCenter™, or the
MedCenter. The MedCenter enables on-site pharmacy in medical
clinics, retail store locations, employer sites with and without
onsite clinics, and any other location where onsite prescription
dispensing is desired. The MedCenter establishes an audio-visual
connection to a live pharmacist enabling prescription drug
dispensing to occur directly to a patient while still providing
real-time supervision by a pharmacist. Although our technology
platform has broad application, we are currently focused on serving
high-value Medicare members in the United States of America, or
U.S.
We currently deploy the MedCenter solution through two distinct
commercialization channels. First, we own and operate a full retail
pharmacy business in the U.S. under the name SpotRx™, or SpotRx.
The SpotRx pharmacy business is structured as a hub-and-spoke model
where a central pharmacy supports and operates MedCenter kiosks
embedded in medical clinics, usually in close proximity to the
central pharmacy. The second commercialization channel is a direct
‘sell-to’ model, whereby we sell the MedCenter technology and
subscriptions for the associated software directly to large
healthcare providers and retailers for use within their own
pharmacy operations.
The MedCenter kiosk works in tandem with our Remote Dispensing
System®, or the Remote Dispensing System, which consists of
customer-facing software for remote ordering of medications for
pick-up at a MedCenter, or next day home delivery. Supporting our
MedCenter kiosks and Remote Dispensing System is our back-end
MedPlatform® Enterprise Software, or the MedPlatform Enterprise
Software, which controls dispensing and MedCenter monitoring; and
supporting Pharmacy Management System software, which allows
connection to our supporting team of pharmacists and kiosk
administrators.
Our kiosks come in two models: the M4 MedCenter and the M5
MedCenter. The M4 MedCenter kiosk is designed to fit in waiting
rooms, hallways, and lobbies. The M5 MedCenter is a larger kiosk
designed as a full pharmacy replacement with the ability to serve
3-4 customers simultaneously. It can also be configured for drive
through dispensing, similar to bank ATM drive through
lanes.
Traditional retail pharmacies are built around a physical store
front. In order to dispense medication, these stores must have a
pharmacist onsite for all hours of operation. Many pharmacies have
reduced hours of operation based on customer purchasing patterns in
order to contain labor cost, which results in further reduced
consumer access. Furthermore, retail pharmacy wait times are
typically 30 to 60 minutes or more, causing substantial delays for
the consumer. During the COVID-19 pandemic, many people are looking
to minimize the amount of physical contact that can lead to further
disease contraction, especially for those most vulnerable, such as
the elderly or those with compromised immune systems. Consequently,
some patients are foregoing filling their prescribed medications,
leading to declining health, increased healthcare costs and
increased morbidity.
Corporate Information
We were originally incorporated as MYOS Corporation in the State of
Nevada in April 2007. In March 2016, we completed a merger with our
wholly-owned subsidiary, MYOS RENS Technology Inc., and formally
assumed the subsidiary’s name by filing Articles of Merger with the
Secretary of State of the State of Nevada. The subsidiary was
incorporated solely for the purpose of effecting the name change
and the merger did not affect our governing documents or corporate
structure in any other way. Following our acquisition of MedAvail,
Inc. in November 2020, we reincorporated as a Delaware corporation
and changed our name to MedAvail Holdings, Inc. In accordance with
“reverse merger” accounting treatment, our historical financial
statements as of period ends, and for periods ended, prior to our
acquisition of MedAvail, Inc. were replaced with the historical
financial statements of MedAvail, Inc. in our SEC filings made
after the acquisition.
Our principal executive offices are located at 6665 Millcreek Dr.
Unit 1, Mississauga, Ontario, Canada L5N 5M4, and our telephone
number is (973) 509-0444. Our website is www.medavail.com.
Information contained on our website is not part of this prospectus
or the registration statement of which it forms a part and is not
incorporated by reference in this prospectus or the registration
statement of which it forms a part.
The Offering
The selling stockholders named in this prospectus may offer and
sell up to 14,117,646 shares of our common stock. Our common stock
is listed on The Nasdaq Capital Market under the symbol “MDVL.” We
will not receive any of the proceeds from sales by the selling
stockholders of any of the shares of common stock covered by this
prospectus. We will receive proceeds from any cash exercise of
warrants to purchase the shares included in the shares that are
being offered by the selling stockholders hereunder. See
“Use
of Proceeds”
on page
7.
Throughout this prospectus, when we refer to the shares of our
common stock, the offer and sale of which are being registered on
behalf of the selling stockholders, we are referring to the shares
of common stock that have been issued to or are issuable upon the
exercise of warrants to the stockholders listed in
“Selling
Stockholders”
on page
9,
pursuant to the securities purchase agreement described below. When
we refer to the selling stockholders in this prospectus, we are
referring to the investors in our July 2022 private placement (the
"July 2022 Private Placement") and, as applicable, any donees,
pledgees, transferees or other successors-in-interest selling
shares received after the date of this prospectus from the
investors in our July 2022 Private Placement as a gift, pledge, or
other non-sale related transfer.
2022 Private Placement
On March 30, 2022, we entered into a securities purchase agreement
for a private placement with a select group of institutional
investors, including entities affiliated with Redmile Group, LLC
(together, “Redmile”), which is affiliated with a member of our
board of directors. At the July 2022 Private Placement, which was
the second closing held on July 1, 2022 pursuant to the securities
purchase agreement, Redmile purchased an aggregate of (a) 9,411,765
shares of our common stock, par value $0.001 per share, or the
Shares, and (b) warrants, or the Warrants, to purchase 4,705,881
shares of Common Stock, at a purchase price of $1.0625 per Share,
for an aggregate purchase price of approximately $10.0 million. The
Shares and the Warrants are collectively referred together as the
"Securities".
The Warrants have a per share exercise price of $1.25 and will be
exercisable by the holder at any time on or after the issuance date
of the Warrant for a period of five years. In addition, the Warrant
terms provide the Company with a call option to force the Warrant
holders to exercise up to two-thirds of the warrant shares subject
to each Warrant, with one-third of the Warrant Shares being
callable beginning on each of the 12 months and 24 month
anniversaries of the Warrant issuance dates, in each case until the
expiration of the Warrants, and subject to the satisfaction of
certain pricing conditions relating to the trading of the Company’s
shares. If all Warrants that are sold and issued in the July 2022
Private Placement are fully exercised, then the Company would
receive gross proceeds of approximately $5.88 million. The Warrants
are immediately exercisable at an exercise price of $1.25 per
share, subject to adjustments as provided under the terms of the
Warrants. Certain of the Warrants cannot be exercised if, after
giving effect thereto, the holders of such Warrants would
beneficially own more than 9.99%, or the Maximum Percentage, of the
outstanding shares of common stock of the Company, which Maximum
Percentage may be
increased or decreased by the holder with written notice to the
Company to any other percentage specified not in excess of
19.99%.
We also entered into a registration rights agreement with the
Purchasers requiring us to register the resale of the Shares and
the shares issuable upon exercise of the Warrants.
RISK FACTORS
An investment in our securities has a high degree of risk. Before
you invest you should carefully consider the risks and
uncertainties described under “Part I. Item 1A — Risk Factors” in
our Annual Report on Form 10-K, filed with the SEC on March 29,
2022, and "Part II. Item 1A — Risk Factors" in our Quarterly Report
on Form 10-Q, filed with the SEC on August 12, 2022, which are
incorporated by reference in this prospectus, together with all of
the other information contained in this prospectus and the
documents incorporated by reference herein. If any of these risks
actually occur, our business, operating results and financial
condition could be materially and adversely impacted, the market
price of our common stock could decline and you could lose all or
part of your investment. Additional risks and uncertainties not
presently known or which we consider immaterial as of the date
hereof may also have an adverse effect on our business. Our Risk
Factors are not guarantees that no such conditions exist as of the
date of this prospectus and should not be interpreted as an
affirmative statement that such risks or conditions have not
materialized, in whole or in part.
CAUTIONARY NOTES REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the information incorporated by reference
herein may contain “forward-looking statements” within the meaning
of Section 27A of the Securities Act of 1933, as amended, or the
Securities Act, and Section 21E of the Securities Exchange Act of
1934, as amended, or the Exchange Act, which are subject to the
“safe harbor” created by those sections. Forward-looking statements
are identified by words such as “believe,” “anticipate,” “expect,”
“intend,” “plan,” “will,” “may,” “seek,” “estimate,” “continue,”
“could,” “would,” “project,” and other similar expressions, or the
negative or plural of these words or expressions. You should read
these statements carefully because they discuss future
expectations, contain projections of future results of operations
or financial condition, or state other “forward-looking”
information. These statements relate to our future plans,
objectives, expectations, intentions and financial performance and
the assumptions that underlie these statements. These
forward-looking statements include, but are not limited
to:
•our
plans to modify our current products, or develop new
products;
•the
expected growth of our business and organization;
•our
expectations regarding the size of our sales organization and
expansion of our sales and marketing efforts;
•our
ability to retain and recruit key personnel, including the
continued development of a sales and marketing
infrastructure;
•our
ability to obtain and maintain intellectual property protection for
our products;
•our
ability to expand our business into new geographic
markets;
•our
compliance with extensive Nasdaq requirements and government laws,
rules and regulations both in the United States and
internationally;
•our
estimates of expenses, ongoing losses, future revenue, capital
requirements and our need for, or ability to obtain, additional
financing;
•our
ability to identify and develop new and planned products and/or
acquire new products;
•the
expectations regarding the impact of the COVID-19 pandemic, the
ongoing military action launched by Russian forces in Ukraine, or
other global economic conditions, including any economic effects
stemming from adverse geopolitical events, an economic downturn and
inflation or interest rates, on our business;
•existing
regulations and regulatory developments in the United States,
Canada and other jurisdictions;
•the
impact of laws and regulations;
•our
financial performance;
•the
period over which we estimate our existing cash, cash equivalents
and available-for-sale investments will be sufficient to fund our
future operating expenses and capital expenditure
requirements;
•our
anticipated use of our existing resources; and
•developments
and projections relating to our competitors or our
industry.
All forward-looking statements are based on information available
to us on the date of this prospectus and we will not update any of
the forward-looking statements after the date of this prospectus,
except as required by law. Our actual results could differ
materially from those discussed in this prospectus. The
forward-looking statements contained in this prospectus, and other
written and oral forward-looking statements made by us from time to
time, are subject to certain risks and uncertainties that could
cause actual results to differ materially from those anticipated in
the forward-looking statements. Factors that might cause such a
difference include, but are not limited to, those
discussed under “Part I. Item 1A — Risk Factors” in our Annual
Report on Form 10-K, filed with the SEC on March 29, 2022, and
"Part II. Item 1A — Risk Factors" in our Quarterly Report on Form
10-Q for the quarter ended June 30, 2022, filed with the SEC on
August 12, 2022, which are incorporated by reference in this
prospectus. Forward-looking statements are based on our
management’s beliefs and assumptions and on information currently
available to our management. These statements, like all statements
in this prospectus, speak only as of their date, and we undertake
no obligation to update or revise any forward-looking statements in
light of future developments, except as required by law. Our Risk
Factors are not guarantees that no such conditions exist as of the
date of this prospectus and should not be interpreted as an
affirmative statement that such risks or conditions have not
materialized, in whole or in part.
In addition, statements that “we believe” and similar statements
reflect our beliefs and opinions on the relevant subject. These
statements are based upon information available to us as of the
date of this prospectus, and while we believe such information
forms a reasonable basis for such statements, such information may
be limited or incomplete, and our statements should not be read to
indicate that we have conducted an exhaustive inquiry into, or
review of, all potentially available relevant information. These
statements are inherently uncertain and investors are cautioned not
to unduly rely upon these statements.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the Shares by the
selling stockholders.
We will receive proceeds from the cash exercise of the Warrants
which, if exercised for cash with respect to all of the 4,705,881
shares of common stock underlying such Warrants at the exercise
price per share of $1.25, would result in gross proceeds to us of
approximately $5.88 million. There can be no assurance that any of
the Warrants will be exercised by the selling stockholders or that
they will exercise the Warrants for cash instead of using the
cashless exercise feature.
We intend to use the net proceeds, if any, from the cash exercise
of the Warrants for general corporate purposes and to fund our
strategic initiatives.
DESCRIPTION OF CAPITAL STOCK
The description of our capital stock is incorporated by reference
to Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal
year ended December 31, 2021, filed with the SEC on March 29,
2022.
SELLING STOCKHOLDERS
We have included in this prospectus and related registration
statement 14,117,646 shares of our common stock (including common
stock issuable upon exercise of the warrants) issued in our July
2022 Private Placement to the selling stockholders. The term
“selling stockholder” includes the stockholders listed below and
their transferees, pledges, donees or other successors in interest
selling Shares received after the date of this prospectus from a
selling stockholder as a gift, pledge, partnership distribution or
other non-sale related transfer. Information concerning the selling
stockholders may change after the date of this prospectus and
changed information will be presented in a supplement to this
prospectus if and when required.
The table below sets forth certain information with respect to each
selling stockholder, including (i) the name and address of each
selling stockholder; (ii) the number of shares of our common stock
beneficially owned by each selling stockholder prior to this
offering; (iii) the maximum number of shares being offered by each
selling stockholder pursuant to this prospectus; and (iv) each
selling stockholder’s beneficial ownership after completion of this
offering, assuming that all of the shares covered hereby (but no
other shares, if any, held by the selling stockholders) are
sold.
The table is based on information supplied to us by the selling
stockholders, with beneficial ownership and percentage ownership
determined in accordance with the rules and regulations of the SEC,
and includes information with respect to voting or investment power
with respect to shares of stock. This information does not
necessarily indicate beneficial ownership for any other
purpose.
The percentage of each selling stockholder’s ownership is based on
80,021,737 shares of common stock outstanding as of July 31, 2022.
In computing the number of shares beneficially owned by a selling
stockholder and the percentage ownership of that selling
stockholder before this offering, shares of common stock underlying
the warrants held by that selling stockholder are deemed
outstanding, as well as any other derivative securities that are
exercisable as of July 31, 2022, or exercisable within 60 days
thereafter. Such shares, however, are not deemed outstanding for
the purposes of computing the percentage ownership of any other
person. The percentage of beneficial ownership after this offering
is based on shares outstanding on July 31, 2022, which includes the
shares of our common stock registered for sale in this offering.
The ownership information for the selling stockholders prior to
this offering does not give effect to any acquisitions or
dispositions of our common stock made after July 31,
2022.
The registration of the sale of shares of common stock held by the
selling stockholders, including any shares issuable upon exercise
of the warrants, does not mean that the selling stockholders will
sell or otherwise dispose of all or any of those securities. The
selling stockholders may sell or otherwise dispose of all, a
portion or none of such shares from time to time. We do not know
the number of shares, if any, that will be offered for sale or
other disposition by any of the selling stockholders under this
prospectus. Furthermore, the selling stockholders may have sold,
transferred or disposed of the shares of common stock covered
hereby in transactions exempt from the registration requirements of
the Securities Act since the date on which we filed this
prospectus.
None of the selling stockholders has, or within the past three
years has had, any position, office or other material relationship
with us or any of our predecessors or affiliates, other than as set
forth in the footnotes below. None of the selling stockholders is a
broker-dealer or an affiliate of a broker-dealer, except as noted
below.
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Beneficial Ownership Before This Offering
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Beneficial Ownership After This Offering(1)
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Selling Stockholder(2)
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Number of Shares Owned |
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Percentage of Outstanding Shares
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Shares Offered Hereby(3)
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Shares Issuable upon Exercise of Warrants |
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Number of Shares Owned
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Percentage of Outstanding Shares
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Entities affiliated with Redmile Group, LLC(4)
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39,439,308 |
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42.9 |
% |
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9,411,765 |
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4,705,881 |
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25,321,662 |
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31.6 |
% |
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Total:
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39,439,308 |
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42.9 |
% |
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9,411,765 |
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4,705,881 |
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25,321,662 |
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31.6 |
% |
__________________
(*)Less
than one percent.
(1)Assumes
that all shares of common stock covered by this prospectus will be
sold by the selling stockholders and that no additional shares of
the Company are subsequently brought or sold by the selling
stockholders. However, as the selling stockholders can offer all,
some, or none
of their common stock, no definite estimate can be given as to the
number of shares that the selling stockholders will ultimately sell
under this prospectus.
(2)This
table and the information in the notes below are based upon
information supplied by the selling stockholders and are based on
shares of common stock outstanding as of July 31, 2022. Warrants
exercisable within 60 days of July 31, 2022 are deemed outstanding
for the purposes of listing the number of shares owned by that
person and for computing the percentage of shares owned by that
person, but are not deemed outstanding for purposes of computing
the percentage of shares owned by any other persons.
(3)Does
not include shares issuable upon the exercise of the
warrants.
(4)“Beneficial
Ownership Before This Offering” consists
of (i) 3,975,012 shares of common stock and warrants to purchase up
to an aggregate of 1,250,158 shares of common stock held directly
by Redmile Capital Fund, LP; (ii) 1,129,184 shares of common stock
and warrants to purchase up to an aggregate of 343,973 shares of
common stock held directly by Redmile Capital Offshore Master Fund,
Ltd; (iii) 3,339,142 shares of common stock and warrants to
purchase up to an aggregate of 755,146 shares of common stock held
directly by Redmile Strategic Master Fund, LP; and (iv) 19,097,796
shares of common stock and warrants to purchase up to an aggregate
of 9,548,897 shares of common stock held directly by RedCo II
Master Fund, L.P. “Shares Offered Hereby” and “Shares Issuable upon
Exercise of Warrants” consists of (i) 944,855 shares of common
stock and warrants to purchase up to an aggregate of 472,427 shares
of common stock held directly by Redmile Capital Fund, LP; (ii)
266,139 shares of common stock and warrants to purchase up to an
aggregate of 133,069 shares of common stock held directly by
Redmile Capital Offshore Master Fund, Ltd., (iii) 561,654 shares of
common stock and warrants to purchase up to an aggregate of 280,827
shares of common stock held directly by Redmile Strategic Master
Fund, LP; and (iv) 7,639,117 shares of common stock and warrants to
purchase up to an aggregate of 3,819,558 shares of common stock
held directly by RedCo II Master Fund, L.P. Redmile Group LLC
(“Redmile”) is the investment manager/advisor to each of the
private investment vehicles listed in items (i) through (iv)
(collectively the “Redmile Funds”) and, in such capacity, exercises
sole voting and investment power over all of the shares held by the
Redmile Funds and may be deemed to be the beneficial owner of these
shares. Jeremy C. Green serves as the managing member of Redmile
and may be deemed to be the beneficial owner of these shares.
Redmile and Mr. Green each disclaim beneficial ownership of these
shares, except to the extent of its or his pecuniary interest in
such shares, if any. Rob Faulkner is a Managing Director of Redmile
and serves as the Chairperson of our Board. The address of the
Redmile Funds is c/o Redmile Group, LLC, One Letterman Drive, Bldg
D, Ste D3-300, San Francisco, CA 94129.
PLAN OF DISTRIBUTION
We are registering the shares of common stock issued to the selling
stockholders and issuable upon exercise of the warrants issued to
the selling stockholders to permit the resale of these shares of
common stock by the holders of the shares of common stock and
warrants from time to time after the date of this prospectus. We
will not receive any of the proceeds from the sale by the selling
stockholders of the shares of common stock. We will bear all fees
and expenses incident to our obligation to register the shares of
common stock.
The selling stockholders may sell all or a portion of the shares of
common stock beneficially owned by them and offered hereby from
time to time directly or through one or more underwriters,
broker-dealers or agents or through a combination of any of these
methods or any other method permitted by law. If the shares of
common stock are sold through underwriters or broker-dealers, the
selling stockholders will be responsible for underwriting discounts
or commissions or agent's commissions. The shares of common stock
may be sold on any national securities exchange or quotation
service on which the securities may be listed or quoted at the time
of sale, in the over-the-counter market or in transactions
otherwise than on these exchanges or systems or in the
over-the-counter market and in one or more transactions at fixed
prices, at prevailing market prices at the time of the sale, at
varying prices determined at the time of sale, or at negotiated
prices. These sales may be effected in transactions, which may
involve crosses or block transactions. The selling stockholders may
use any one or more of the following methods when selling
shares:
•an
underwritten offering;
•on
any national securities exchange or U.S. inter-dealer quotation
system of a registered national securities association on which the
securities may be listed or quoted at the time of
sale;
•in
the over-the-counter market;
•in
transactions otherwise than on these exchanges or systems or in the
over-the-counter market;
•ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
•block
trades in which the broker-dealer will attempt to sell the shares
as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
•purchases
by a broker-dealer as principal and resale by the broker-dealer for
its account;
•an
exchange distribution in accordance with the rules of the
applicable exchange;
•privately
negotiated transactions;
•through
short sales;
•in
transactions in which broker-dealers may agree with the selling
stockholders to sell a specified number of such shares at a
stipulated price per share;
•through
the writing or settlement of options or other hedging transactions,
whether such options are listed on an options exchange or
otherwise;
•a
combination of any such methods of sale; and
•any
other method permitted pursuant to applicable law.
The selling stockholders also may resell all or a portion of the
shares in open market transactions in reliance upon Rule 144 under
the Securities Act, as permitted by that rule, or Section 4(a)(1)
under the Securities Act, if available, rather than under this
prospectus, provided that they meet the criteria and conform to the
requirements of those provisions.
Broker-dealers engaged by the selling stockholders may arrange for
other broker-dealers to participate in sales. If the selling
stockholders effect such transactions by selling shares of common
stock to or through underwriters, broker-dealers or agents, such
underwriters, broker-dealers or agents may receive commissions in
the form of discounts, concessions or commissions from the selling
stockholders or commissions from purchasers of the shares of common
stock for whom they may act as agent or to whom they may sell as
principal. Such commissions will be in amounts to be negotiated,
but, except as set forth in a supplement to this Prospectus, in the
case of an agency transaction will not be in excess of a customary
brokerage commission in compliance with FINRA Rule 2121; and in the
case of a principal transaction a markup or markdown in compliance
with FINRA IM-2121.01.
In connection with sales of the shares of common stock or
otherwise, the selling stockholders may enter into hedging
transactions with broker-dealers or other financial institutions,
which may in turn engage in short sales of the shares of common
stock in the course of hedging in positions they assume. The
selling stockholders may also sell shares of common stock short and
if such short sale shall take place after the date that this
Registration Statement is declared effective by the Commission, the
selling stockholders may deliver shares of common stock covered by
this prospectus to close out short positions and to return borrowed
shares in connection with such short sales. The selling
stockholders may also loan or pledge shares of common stock to
broker-dealers that in turn may sell such shares, to the extent
permitted by applicable law. The selling stockholders may also
enter into option or other transactions with broker-dealers or
other financial institutions or the creation of one or more
derivative securities which require the delivery to such
broker-dealer or other financial institution of shares offered by
this prospectus, which shares such broker-dealer or other financial
institution may resell pursuant to this prospectus (as supplemented
or amended to reflect such transaction). Notwithstanding the
foregoing, the selling stockholders have been advised that they may
not use shares registered on this registration statement to cover
short sales of our common stock made prior to the date the
registration statement, of which this prospectus forms a part, has
been declared effective by the SEC.
The selling stockholders may, from time to time, pledge or grant a
security interest in some or all of the warrants or shares of
common stock owned by them and, if they default in the performance
of their secured obligations, the pledgees or secured parties may
offer and sell the shares of common stock from time to time
pursuant to this prospectus or any amendment to this prospectus
under Rule 424(b)(3) or other applicable provision of the
Securities Act, amending, if necessary, the list of selling
stockholders to include the pledgee, transferee or other successors
in interest as selling stockholders under this prospectus. The
selling stockholders also may transfer and donate the shares of
common stock in other circumstances in which case the transferees,
donees, pledgees or other successors in interest will be the
selling beneficial owners for purposes of this
prospectus.
The selling stockholders and any broker-dealer or agents
participating in the distribution of the shares of common stock may
be deemed to be “underwriters” within the meaning of Section
2(a)(11) of the Securities Act in connection with such sales. In
such event, any commissions paid, or any discounts or concessions
allowed to, any such broker-dealer or agent and any profit on the
resale of the shares purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.
Selling Stockholders who are "underwriters" within the meaning of
Section 2(a)(11) of the Securities Act will be subject to the
applicable prospectus delivery requirements of the Securities Act
including Rule 172 thereunder and may be subject to certain
statutory liabilities of, including but not limited to, Sections
11, 12 and 17 of the Securities Act and Rule 10b-5 under the
Exchange Act.
Each selling stockholder has informed the Company that it is not a
registered broker-dealer and does not have any written or oral
agreement or understanding, directly or indirectly, with any person
to distribute the common stock. Upon the Company being notified in
writing by a selling stockholder that any material arrangement has
been entered into with a broker-dealer for the sale of common stock
through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a
supplement to this prospectus will be filed, if required, pursuant
to Rule 424(b) under the Securities Act, disclosing (i) the name of
each such selling stockholder and of the participating
broker-dealer(s), (ii) the number of shares involved, (iii) the
price at which such the shares of common stock were sold, (iv) the
commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable, (v) that such broker-dealer(s)
did not conduct any investigation to verify the information set out
or incorporated by reference in this prospectus, and (vi) other
facts material to the transaction.
Under the securities laws of some states, the shares of common
stock may be sold in such states only through registered or
licensed brokers or dealers. In addition, in some states the shares
of common stock may not be sold unless such shares have been
registered or qualified for sale in such state or an exemption from
registration or qualification is available and is complied
with.
There can be no assurance that any selling stockholder will sell
any or all of the shares of common stock registered pursuant to the
registration statement, of which this prospectus forms a
part.
Each selling stockholder and any other person participating in such
distribution will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including,
without limitation, to the extent applicable, Regulation M of the
Exchange Act, which may limit the timing of purchases and sales of
any of the shares of common stock by the selling stockholder and
any other participating person. To the extent applicable,
Regulation M may also restrict the ability of any person engaged in
the distribution of the shares of common stock to engage in
market-making activities with respect to the shares of common
stock. All of the foregoing may affect the marketability of the
shares of common stock and the ability of any person or entity to
engage in market-making activities with respect to the shares of
common stock.
We will pay all expenses of the registration of the shares of
common stock pursuant to the registration rights agreement,
including, without limitation, Securities and Exchange Commission
filing fees and expenses of compliance with state securities or
“blue sky” laws;
provided,
however,
that each selling stockholder will pay all underwriting discounts
and selling commissions, if any and any related legal expenses
incurred by it. We will indemnify the selling stockholders against
certain liabilities, including some liabilities under the
Securities Act, in accordance with the registration rights
agreement, or the selling stockholders will be entitled to
contribution. We may be indemnified by the selling stockholders
against civil liabilities, including liabilities under the
Securities Act, that may arise from any written information
furnished to us by the selling stockholders specifically for use in
this prospectus, in accordance with the related registration rights
agreements, or we may be entitled to contribution.
LEGAL MATTERS
Certain legal matters relating to the issuance of the securities
offered by this prospectus will be passed upon for us by Wilson
Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto,
California.
EXPERTS
The consolidated financial statements of MedAvail Holdings, Inc.
incorporated in this prospectus by reference to the Annual Report
on Form 10-K for the year ended December 31, 2021 have been
incorporated in reliance on the report (which contains an
explanatory paragraph relating to the Company’s ability to continue
as a going concern as described in Note 2 to the consolidated
financial statements) of PricewaterhouseCoopers LLP, an independent
registered public accounting firm, given on the authority of said
firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus does not include all of the information contained
in the registration statement. You should refer to the registration
statement and its exhibits for additional information. Whenever we
make reference in this prospectus to any of our contracts,
agreements or other documents, the references are not necessarily
complete and you should refer to the exhibits filed as part of the
registration statement for copies of the actual contract, agreement
or other document.
We file annual, quarterly and other reports, proxy statements and
other information with the SEC. Our SEC filings are available to
the public over the Internet at the SEC’s website at www.sec.gov.
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, including any amendments to those
reports, and other information that we file with or furnish to the
SEC pursuant to Section 13(a) or 15(d) of the Exchange Act, can
also be accessed free of charge from our website at
www.medavail.com. These filings will be available as soon as
reasonably practicable after we electronically file such material
with, or furnish it to, the SEC. Information contained on our
website is not part of this prospectus.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We have elected to incorporate the following documents into this
prospectus, together with all exhibits filed therewith or
incorporated therein by reference, to the extent not otherwise
amended or superseded by the contents of this
prospectus:
•our
Annual Report on
Form 10-K
for the year ended December 31, 2021, as filed with the SEC on
March 29, 2022;
•our
Quarterly Reports on Form 10-Q for the quarterly periods ended,
March 31, 2022 and June 30, 2022, as filed with the SEC on
May 13,
2022
and
August 12, 2022,
respectively;
•our
Current Reports on Form 8-K, as filed with the SEC on
April 4, 2022,
April 8, 2022,
May 12, 2022,
June 16, 2022,
July 1,
2022,
July 11, 2022
and
August 11, 2022;
and
•the
description of our common stock contained in our Registration
Statement on
Form 8-A,
as filed with the SEC on July 9, 2014 (File No. (File No.
001-36533)), including the updates to such description in
Exhibit 4.1
to our Annual Report on Form 10-K for the year ended December 31,
2021 filed with the SEC on March 29, 2022, including any amendment
or report filed for the purpose of updating such
description.
In addition, we incorporate by reference in this prospectus any
future filings we make with the SEC under Sections 13(a), 13(c),
14, or 15(d) of the Exchange Act (excluding any information
furnished and not filed with the SEC) after the date on which the
registration statement that includes this prospectus was initially
filed with the SEC (including all such documents we may file with
the SEC after the date of the initial registration statement and
until all offerings under this prospectus are
terminated).
Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for all
purposes to the extent that a statement contained in this
prospectus or in any other subsequently filed document which is
also incorporated or deemed to be incorporated by reference,
modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this prospectus.
We will provide to each person, including any beneficial owner, to
whom this prospectus is delivered, upon written or oral request, at
no cost to the requester, a copy of any and all of the information
that is incorporated by reference in this prospectus.
Requests for such documents should be directed to:
MedAvail Holdings, Inc.
Attn: Investor Relations
6665 Millcreek Drive, Unit 1
Mississauga, Ontario, Canada, L5N 5M4
(905) 812-0023
The SEC maintains a website that contains reports, proxy and
information statements, and other information regarding issuers
that file electronically with the SEC at www.sec.gov. You may also
access the documents incorporated by reference in this prospectus
through our website at www.medavail.com. Except for the specific
incorporated documents listed above, no information available on or
through our website shall be deemed to be incorporated in this
prospectus or the registration statement of which it forms a part.
Information contained on our website is not part of this
prospectus.
14,117,646 Shares of Common Stock
August 26, 2022
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