Under the Agreement, the Company has agreed to merge its wholly-owned subsidiary in American Environmental, with American Environmental as the surviving company in the merger. As merger consideration for their shares, American Environmental shareholders will receive shares of SCWorx common stock equal to 83% of the combined Company, on a fully diluted basis, after giving effect to a pre-merger capital raise of up to $6 million by American Environmental, which is a condition to completion of the Agreement. Therefore, SCWorx shareholders will own 17% of the combined company on a fully-diluted basis after the merger.
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