UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 30, 2019
ALLIANCE MMA, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37899 | 47-5412331 |
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
590 Madison Avenue, 21st Floor
New York, New York 10022
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (212) 739-7825
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other Events
On January 30, 2019, Alliance MMA, Inc. issued the Press Release filed as Exhibit 99.1 to this Current Report.
Item 9.01. Financial Statements and Exhibits.
| 99.1 | Alliance MMA, Inc. Press Release Issued January 30, 2019 |
******************
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ALLIANCE MMA, INC. | ||
| By: | /s/John Price | |
| John Price | ||
| President, Chief Financial Officer | ||
| Dated: January 30, 2019 | ||
Exhibit 99.1
Shareholders Approve SCWorx Acquisition
AMMA Common Stock Valued At $0.50 Per Share in Connection with Acquisition Transaction
SCWorx sees Significant
Revenue Growth and Momentum Going into 2019
Company will have in excess of $5 million in cash upon Closing
NEW YORK--(BUSINESS WIRE) - January 30, 2019-- Alliance MMA, Inc. (NASDAQ: AMMA) announced AMMA shareholders today approved the acquisition of SCWorx, Corp. The Company expects to close the transaction on or about January 31, 2019. Upon the closing of the transaction, the Company will have approximately $5 million in cash to fund the growth and development of the business. As previously reported, the shareholders of SCWorx agreed to fix the exchange ratio based upon an agreed value per AMMA share of $0.50 per share.
“I thank the shareholders for supporting the acquisition of SCWorx”, said John Price, President and CFO. Price added, “SCWorx’s business turned profitable during 2018 as the Company began to lever the SaaS based business model. SCWorx continues to gain traction through new heath care customer acquisition, and it anticipates further revenue growth and increased profitability into 2019”.
About SCWorx-
SCWorx offers an advanced software solution for the management of health care providers’ foundational business applications. Together these software systems have been credited with the healthcare providers’ customers tending to realize reduced medical expenses, while healthcare providers have tended to experience expanded revenues and more successful and safer clinical outcomes. The SCWorx software solution ultimately transforms many aspects of the healthcare providers’ business through its delivery of highly accurate, real-time information that offers the executives of these healthcare providers the ability to optimize many areas of their day-to-day operations, negotiate better contracts with their vendors and payors and make better decisions with respect to strategic purchases.
Forward-looking Statements
Although the Company expects to complete the acquisition as indicated above, the consummation of the transaction is subject to satisfaction of certain closing conditions, so there can be no assurance that it will be consummated.
This press release contains “forward-looking statements” that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this press release regarding strategy, future operations, future financial position, prospects, plans and objectives of management are forward- looking statements. Examples of such statements include, but are not limited to, statements relating to the structure, timing and completion of the proposed transaction; the combined company’s listing on Nasdaq after closing of the proposed transaction; expectations regarding the capitalization, resources and ownership structure of the combined company; the nature, strategy, results, focus, growth, profitability and market opportunities of the combined company; the executive and board structure of the combined company; and expectations regarding voting by Alliance MMA and SCWorx shareholders. Alliance MMA and/or SCWorx may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in the forward-looking statements and you should not place undue reliance on these forward-looking statements. Such statements are based on management’s current expectations and involve risks and uncertainties. Actual results and performance could differ materially from those projected in the forward- looking statements as a result of many factors, including, without limitation, risks and uncertainties associated with shareholder approval of and the ability to consummate the proposed transaction through the process being conducted by Alliance MMA and SCWorx, the ability to project future cash utilization and reserves needed for contingent future liabilities and business operations and the availability of sufficient resources of the combined company to meet its business objectives and operational requirements.
The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in Alliance MMA's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the Securities and Exchange Commission (SEC) and in subsequent filings with the SEC. Except as otherwise required by law, Alliance MMA and SCWorx each disclaim any intention or obligation to update or revise any forward-looking statements, which speak only as of the date they were made, whether as a result of new information, future events or circumstances or otherwise.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
View source version on businesswire.com: https://www.businesswire.com
Source: Alliance MMA, Inc.
Alliance MMA, Inc.
John Price, President and CFO
jprice@alliancemma.com