MIAMI – November 12, 2019 – Progressive Care Inc. (OTCQB: RXMD), a personalized healthcare services and technology company, today announced the Amendment to Stock Purchase Agreement for the purchase of 100% of the equity interest of Family Physicians Rx.
On November 8, 2019, the Company entered into an Amendment to Stock Purchase Agreement with the Sellers, pursuant to which the Company, has agreed to amend the terms of the Stock Purchase Agreement, which includes modified terms and an adjusted purchase price of $1,900,000 for 100% of the issued and outstanding shares of common stock of Family Physicians Rx, Inc., a Florida corporation d/b/a Five Star, RX. The closing of the Amendment to the Stock Purchase Agreement shall occur on or before November 15, 2019.
Under the Amended terms, the adjusted Purchase Price shall be paid to Sellers immediately upon closing. The Company, released from escrow $1,000,000 on June 1, 2019, leaving a remainder of $900,000 to be released from escrow prior to November 15, 2019. The remaining $400,000 held in escrow is to be returned to Iliad Research and Trading, reducing the balance on the note without pre-payment penalty.
In exchange for a release of certain continued obligations between the Company and the Sellers, the Sellers have agreed to modify the terms of their employment agreements and to a rescission of the shares issued to them (10,000,000 common shares). These shares are to be returned and canceled by the Company. The Sellers have also agreed to forgo payment for the value of net Accounts Receivable.
“We are pleased that we have been able to resolve these combination issues so amicably and quickly,” said S. Parikh Mars, Chief Executive Officer of Progressive Care Inc. “The Company and the Sellers both agreed that expediting the closure of escrow and coming to a more conducive workflow structure was in our best interests. To accomplish this, together we made modifications to the Stock Purchase Agreement that yielded the best result for all involved, especially our current shareholders.”
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About Progressive Care Inc.
Progressive Care Inc. (OTCQB: RXMD), through its subsidiaries, is a Florida health services organization and provider of prescription pharmaceuticals, compounded medications, provider of tele-pharmacy services, the sale of anti-retroviral medications, medication therapy management (MTM), the supply of prescription medications to long-term care facilities, and health practice risk management.
Cautionary Statement Regarding Forward-Looking Statements
Statements contained herein that are not based upon current or historical fact are forward-looking in nature and constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements reflect the Company’s expectations about its future operating results, performance, and opportunities that involve substantial risks and uncertainties. These statements include but are not limited to statements regarding the intended terms of the offering, closing of the offering and use of any proceeds from the offering. When used herein, the words “anticipate,” “believe,” “estimate,” “upcoming,” “plan,” “target,” “intend” and “expect” and similar expressions, as they relate to Progressive Care Inc., its subsidiaries, or its management, are intended to identify such forward-looking statements. These forward-looking statements are based on information currently available to the Company and are subject to a number of risks, uncertainties, and other factors that could cause the Company’s actual results, performance, prospects, and opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.
Investor Relations Contact:
Armen Karapetyan, Progressive Care
Senior Advisor Business Development
Public Relations Contact:
Caitlin Franscell, CMW Media
Web and Application Development Contact:
Marcello Jaspan, Mass Ventures Corp