MIAMI, FL – January 24, 2022 – Progressive Care Inc. (OTCQB:RXMD) (“Progressive Care” or the “Company”), a personalized healthcare services and technology company, today announced that on January 20, 2022 (the “Effective Date”), the Company reached an agreement to settle the Company’s demand (the “Company’s Demand”) on December 14, 2021 against two investors, Chicago Venture Partners, L.P. (“CVP”) and Iliad Research and Trading, L.P. (“Iliad,” and together with CVP, the “Investors”), and the response of the Investors to the Company’s Demand received on January 7, 2022 (the “Investors Demand”) as reflected in a complaint they filed against the Company (the “Settlement Agreement”). The Settlement Agreement contains customary terms and conditions and provides for the following in exchange for a mutual release of the Company and the Investors from all alleged claims.
Under the Settlement Agreement, CVP agreed to pay the Company $175,000 (“CVP Payment”) via wire transfer within two (2) business days of the Effective Date. Upon receipt of the CVP Payment, the Securities Purchase Agreement between the Company and CVP, and all other documents entered into in connection therewith, will be deemed to be terminated and of no further force or effect.
Iliad agreed not to sell any shares of the Company’s common stock or submit any redemption notices beginning on the Effective Date and ending on the maturity date (the “Standstill Period”) of the Secured Convertible Promissory Note between the Company and Iliad (“Iliad Note”), so long as no default occurs under the Iliad Note. The Company also has the right to request, on a weekly basis, a document sufficient to show the number of shares of the Company’s common stock held by Iliad. A failure by Iliad to produce such a document entitles the Company to liquidated damages ranging from the amount of $500 to $1000 per trading day. Moreover, in the event that Iliad breaches its obligations during the Standstill Period, the Company will be entitled to liquidated damages in the amount of 300% of the value of the shares sold in violation of the Standstill Period.
The Company has the right to prepay the Iliad Note for an amount in cash equal to one hundred and five percent (105%) of the portion of the outstanding balance that the Company elects to prepay (“Prepayment Amount”), a reduction of five percent (5%) as compared to the terms of the original Iliad Note.
Iliad and the Company agreed to extend the maturity date of the Iliad Note to April 15, 2022 with all terms of the Iliad Note remaining substantially the same except with respect to the material modifications described in this press release. The Company also has the right to extend the maturity date for an additional month to May 15, 2022, however, if it elects to do so, the outstanding balance of the Iliad Note will increase by two percent (2%). The balance of the Iliad Note decreased in the amount of $180,000 effective as of May 31, 2021. In the event the Iliad Note is not repaid by February 16, 2022, the outstanding balance of the Iliad Note will increase in the amount of $100,000.
For more information about Progressive Care, please visit the company’s website.
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Progressive Care Inc.
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. 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.
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