$RXMD - THIS IS HUGE NEWS! Progressive Care Inc. Amends Family Physicians Stock Purchase Agreement
BY GlobeNewswire
— 8:00 AM ET 11/12/2019
MIAMI, Nov. 12, 2019 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE -- Progressive Care Inc. , 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. ( RXMD
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) “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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