MedAvail Announces Pricing of $50 Million Private Placement
March 31 2022 - 7:30AM
Business Wire
MedAvail Holdings, Inc. (Nasdaq: MDVL) (“MedAvail”), a
technology-enabled retail pharmacy company, today announced it has
entered into a definitive securities purchase agreement for the
sale of common stock and warrants to purchase common stock in a
private placement with certain institutional and other accredited
investors for gross proceeds to MedAvail of $50 million, before
deducting placement agent commissions and other offering
expenses.
Pursuant to the terms of the securities purchase agreement and
following the completion of all closings of the private placement,
MedAvail will issue approximately 47.1 million shares of common
stock and warrants to purchase approximately 23.5 million shares of
common stock. The shares of common stock will be sold for a price
of $1.0625 per share. Each purchaser will also receive a warrant to
purchase 50% of the number of shares purchased under the securities
purchase agreement by such purchaser. The warrants will 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 for a period of five
years. In addition, the warrant terms provide MedAvail 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 month 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 MedAvail’s shares. If all warrants that are sold and issued in
the private placement following the completion of all closings are
fully exercised, then MedAvail would receive gross proceeds of
approximately $29.4 million.
The private placement is expected to have a first close on or
about April 1, 2022, subject to the satisfaction of customary
closing conditions. Additional details regarding the private
placement will be included in a Form 8-K to be filed by MedAvail
with the Securities and Exchange Commission (“SEC”).
MedAvail intends to utilize the net proceeds for general
corporate purposes and to fund its strategic initiatives.
The securities to be sold in the private placement have not been
registered under the Securities Act of 1933, as amended (the
“Securities Act”) or any state or other jurisdiction’s securities
laws, and may not be resold absent registration under, or exemption
from registration under, the Securities Act. MedAvail has agreed to
file a registration statement with the SEC registering the resale
of the shares of common stock to be issued and sold in the private
placement, together with the shares of common stock underlying the
warrants issued in the private placement, within 60 days of the
applicable closing of the private placement in which such
securities were purchased.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction.
Cowen acted as the placement agent for the private placement.
Lake Street acted as financial advisor.
About MedAvail
MedAvail Holdings, Inc. (NASDAQ: MDVL) is a technology-enabled
pharmacy organization, providing turnkey in-clinic pharmacy
services through its proprietary robotic dispensing platform, the
MedAvail MedCenter, and home delivery operations, to Medicare
clinics. MedAvail helps patients to optimize drug adherence,
resulting in better health outcomes. Learn more at
www.medavail.com.
Forward-Looking Statements
All statements in this press release that are not historical are
forward-looking statements, including, among other things,
statements relating to the MedAvail’s expectations regarding the
expected gross proceeds from, and the timing of the expected
closing of, the private placement. These statements are not
historical facts but rather are based on the MedAvail’s current
expectations, estimates, and projections regarding its business,
operations and other similar or related factors. Words such as
“may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,”
“potential,” “continue,” “expect,” “intend,” “plan,” “project,”
“believe,” “estimate,” and other similar or related expressions are
used to identify these forward-looking statements, although not all
forward-looking statements contain these words. You should not
place undue reliance on forward-looking statements because they
involve known and unknown risks, uncertainties, and assumptions
that are difficult or impossible to predict and, in some cases,
beyond the MedAvail’s control. Actual results may differ materially
from those in the forward-looking statements as a result of a
number of factors, including those described in the MedAvail’s
filings with the SEC, including but not limited to risks discussed
under the heading "Risk Factors" in MedAvail’s Annual Report on
Form 10-K, filed with the SEC on March 29, 2022, and other filings
MedAvail makes with the SEC in the future. MedAvail undertakes no
obligation to revise or update information in this release to
reflect events or circumstances in the future, even if new
information becomes available.
SOURCE MedAvail Holdings, Inc.
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version on businesswire.com: https://www.businesswire.com/news/home/20220331005577/en/
Investor Relations Caroline Paul Gilmartin Group
ir@medavail.com
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