Danam Health, Inc. Announces Acquisition of Wood Sage, LLC
17 Junio 2024 - 7:00AM
Danam Health, Inc. ( “Danam”) today announced that it completed its
acquisition of Wood Sage, LLC (“Wood Sage”).
Acquisition of Wood Sage,
LLC
Danam is excited to announce that today it has
completed its definitive acquisition of Wood Sage. This acquisition
formally brings Alliance Pharma Solutions, LLC (“APS”), including
the DelivMeds tech & hub platform, and Community Specialty
Pharmacy, LLC (“CSP”) into the Danam Health portfolio of solutions.
DelivMeds and CSP are core to Danam’s business model and the
synergistic value will drive competitive differentiation. The Wood
Sage acquisition is critical to Danam’s major proof of concept
initiative with a leading centralized specialty pharmacy that is
transferring hundreds of transplant and HIV patients to Danam,
utilizing its model of locally-owned independent pharmacies to care
for these patients.
Termination of Merger
Agreement
On Tuesday, June 11, 2024, Assure Holdings Corp.
(“Assure”), unexpectedly and without any warning, provided Danam a
notice of termination (the “Notice”) and subsequently issued a Form
8-K with the SEC on June 12, 2024 (the “8-K”) in which Assure
purported to terminate the merger agreement between Danam and
Assure that was previously executed on February 12, 2024 (the
“Merger Agreement”). Assure’s stated reason for the termination was
that “Danam induced [Assure] to sign the Merger Agreement on the
basis of material misrepresentations of fact.” Danam adamantly
disagrees with Assure’s assertions, believes that Assure had no
legal right to terminate the Merger Agreement and further believes
that Assure may have acted in bad faith when issuing both the
Notice and the 8-K in violation of Assure’s obligations under the
Merger Agreement. If true, this would be the second time Assure
violated its obligations under the Merger Agreement. Previously, in
April of 2024, Assure breached three covenants in the Merger
Agreement, including but not limited to failing to use commercially
reasonable efforts to do all things reasonably necessary to
consummate the transactions contemplated in the Merger Agreement,
resulting in a publicly disclosed settlement agreement between
Danam and Assure in which Assure admitted to the breaches and
issued Danam a $1 million promissory note (the “Promissory
Note”).
Danam believes Assure’s allegations in the
Notice and the 8-K to be categorically false, that Danam has acted
in good faith to proceed with the completion of the transactions
contemplated in the Merger Agreement, that Danam has complied with
all of its obligations under the Merger Agreement, and that it is
in fact Assure that has failed to meet its obligations under the
Merger Agreement. While Danam is extremely disappointed with the
result, Assure’s behavior leaves Danam no choice but to terminate
the Merger Agreement. Furthermore, Danam is prepared to take any
action necessary to protect its rights, including but not limited
to accelerating the maturity date of the Promissory Note, seeking a
$1 million break-up fee as contemplated in the Merger Agreement,
exploring the possibility of a defamation claim against Assure due
to Assure’s damaging comments in the 8-K, and any other remedies
available to Danam pursuant to the Merger Agreement or in law.
Notwithstanding the foregoing, Danam is excited
to pursue alternative avenues to access the capital markets in
which Danam may obtain the capital needed to facilitate its
exciting business ventures.
About Danam Health, Inc.
Founded in 2022, Danam Health, Inc. is a holding
company for several strategic businesses centered around
pharmaceuticals and healthcare services. As a micro health
ecosystem, Danam’s portfolio of companies consists of a pharmacy
and a technology division with a novel platform for hub and
clinical services. Danam is focused on improving the lives of
patients while delivering unique solutions for pharmacies,
providers, pharmaceutical manufacturers, and payors. With the
successful integration of its patient-centric approach and
innovative healthcare applications, Danam intends to shift the
dynamic of care to revolve around the patient for a wide range of
therapeutic conditions.
Forward-Looking Statements
This press release includes certain statements
that may be deemed to be “forward-looking statements” within the
meaning of the federal securities laws. Statements regarding the
acquisition, any potential disputes, and related matters, as well
as all other statements other than statements of historical fact
included in this press release, are forward-looking statements. In
some cases, you can identify forward-looking statements by words
such as: “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “would” and similar
expressions, or the negative of these terms or other similar
expressions, but the absence of these words does not mean that a
statement is not forward-looking. Such forward-looking statements
are based on the beliefs of management, as well as assumptions made
by, and information currently available to, Danam management.
Actual results could differ materially from those contemplated by
the forward-looking statements. Accordingly, readers should not
place undue reliance on any forward-looking statements. All
subsequent written or oral forward-looking statements attributable
to Danam or persons acting on its behalf are qualified in their
entirety by this paragraph. Forward-looking statements are subject
to numerous conditions, many of which are beyond the control of
Danam. Forward-looking statements speak only as of the date they
are made. Danam undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise that occur after that date, except as
otherwise provided by law.
Corporate Contact:
Danam Health CommunicationsPhone:
844-203-6092Email: investorrelations@danamhealth.com