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MEDTECH ACQUISIT(MTAC) - 2025 Q1 - Quarterly Results
MTACMEDTECH ACQUISIT(MTAC)2025-05-15 11:34

Share Issuance and Compliance - The Company agrees to sell shares of its common stock at a price of 4.00pershare[54]−ThetotalpurchaseamountforeachInvestorisspecifiedinExhibitAattachedtotheAgreement[54]−TheClosingDateforthesaleofshareswilloccurnoearlierthanonebusinessdayandnolaterthanfivebusinessdaysafterthedateoftheAgreement[55]−TheCompanywillissuethesharesinbook−entryform,freeandclearofallrestrictivelegendsattheClosing[55]−TheCompanyrepresentsthatitscapitalizationdisclosureinSECReportswasaccurateinallmaterialrespectsasoftheindicateddate[58]−AllissuedandoutstandingsharesofCommonStockarefullypaidandnon−assessable[58]−TheCompanyisnotcurrentlyunderanyobligationtoregisteranyofitsoutstandingsecuritiesundertheSecuritiesAct,exceptasdisclosedintheSECReports[59]−TheCompanyhasdulyauthorizedtheissuanceandsaleofShares,ensuringcompliancewithapplicablesecuritieslaws[60]−TheShareswillbefullypaidandnon−assessable,issuedfreeofanyliensorrestrictions,andholderswillhaveallrightsaccordedtoCommonStock[62]−TheCompanyhasfiledallrequiredformsandreportswiththeSEC,ensuringcompliancewiththeExchangeAct[66]−TheCompanyisnotsubjecttoanydisqualificationeventsunderRule506(d)(1)ofRegulationD[92]−TheCompanywillfileaCurrentReportonForm8−Kby9:00a.m.NewYorkCitytimeonthefirstbusinessdayfollowingtheagreementdate,disclosingallmaterialtermsofthetransactionsandnon−publicinformationconcerningtheCompany[124]−TheCompanywillnotissuesharesofCommonStockorCommonStockEquivalentsfor60dayspost−closingwithoutpriorconsentfromtheInvestorMajority[137]−TheCompanywillensurethatnoconflictingagreementsinterferewithitsobligationstotheInvestorsundertheTransactionAgreements[132]−TheCompanymustensurecompliancewithalllistingrequirementsfortheCommonStockonaNationalExchange[147]FinancialPerformanceandProjections−TheCompanyreportedasignificantincreaseinrevenue,achieving4.00 per share[54] - The total purchase amount for each Investor is specified in Exhibit A attached to the Agreement[54] - The Closing Date for the sale of shares will occur no earlier than one business day and no later than five business days after the date of the Agreement[55] - The Company will issue the shares in book-entry form, free and clear of all restrictive legends at the Closing[55] - The Company represents that its capitalization disclosure in SEC Reports was accurate in all material respects as of the indicated date[58] - All issued and outstanding shares of Common Stock are fully paid and non-assessable[58] - The Company is not currently under any obligation to register any of its outstanding securities under the Securities Act, except as disclosed in the SEC Reports[59] - The Company has duly authorized the issuance and sale of Shares, ensuring compliance with applicable securities laws[60] - The Shares will be fully paid and non-assessable, issued free of any liens or restrictions, and holders will have all rights accorded to Common Stock[62] - The Company has filed all required forms and reports with the SEC, ensuring compliance with the Exchange Act[66] - The Company is not subject to any disqualification events under Rule 506(d)(1) of Regulation D[92] - The Company will file a Current Report on Form 8-K by 9:00 a.m. New York City time on the first business day following the agreement date, disclosing all material terms of the transactions and non-public information concerning the Company[124] - The Company will not issue shares of Common Stock or Common Stock Equivalents for 60 days post-closing without prior consent from the Investor Majority[137] - The Company will ensure that no conflicting agreements interfere with its obligations to the Investors under the Transaction Agreements[132] - The Company must ensure compliance with all listing requirements for the Common Stock on a National Exchange[147] Financial Performance and Projections - The Company reported a significant increase in revenue, achieving 150 million in Q3 2023, representing a 25% year-over-year growth[1] - User data showed a 40% increase in active users, reaching 2 million by the end of Q3 2023[2] - The Company provided guidance for Q4 2023, expecting revenue to be between 160millionand160 million and 170 million, indicating a growth rate of 20% to 30% compared to Q4 2022[3] - New product launches are anticipated to contribute an additional 20millioninrevenueinthenextquarter[4]StrategicInitiativesandInvestments−TheCompanyisinvesting20 million in revenue in the next quarter[4] Strategic Initiatives and Investments - The Company is investing 10 million in R&D for new technologies aimed at enhancing user experience and product efficiency[5] - Market expansion efforts include entering three new international markets, projected to increase user base by 15%[6] - The Company is exploring potential acquisitions to bolster its market position, with a budget of $50 million allocated for this purpose[7] - A strategic partnership was announced, expected to enhance distribution channels and increase sales by 10% over the next year[8] Operational Compliance and Risk Management - The Company has filed all required tax returns and paid all necessary taxes, with no material tax assessments pending[75] - The Company is in compliance with all applicable Environmental Laws and has received all necessary permits, with no material adverse effects expected from any noncompliance[76] - The Company maintains good and marketable title to all material personal property, free of liens and encumbrances[78] - The Company carries adequate insurance customary for its business, with no notices of cancellation or denial of coverage received since January 1, 2024[79] - The Company has conducted clinical trials in accordance with regulatory protocols, with no notices of required termination or suspension from Regulatory Agencies[83] - The Company is in compliance with all applicable Health Care Laws and has not received any claims or actions alleging violations[84] - The Company maintains a system of internal control over financial reporting designed to ensure reliability and compliance with GAAP[86] - The Company has not engaged in any actions to stabilize or manipulate the price of its Common Stock[87] - The Company must ensure that all representations and warranties are true and correct in all material respects as of the Closing Date[139] - The Company is required to perform all obligations and conditions prior to the Closing Date[140] - The Company must obtain all necessary consents, permits, approvals, registrations, and waivers for the transaction to proceed[141] - No event should occur that would reasonably be expected to have a Material Adverse Effect since the date of the Agreement[142] - The Company must ensure that no stop order or suspension of trading has been imposed by regulatory bodies regarding the Common Stock[147] - The Company must provide a lock-up agreement executed by its officers and directors to the Placement Agent[151] - The Company must execute and deliver the Registration Rights Agreement to the Investors[146] Investor Relations and Support - The Company has entered into Support Agreements with holders of more than 50% of its outstanding Preferred Stock, indicating strong support from key investors[100] - The Company will indemnify and hold harmless each Investor from losses or claims resulting from breaches of representations or warranties made under the Transaction Agreements[133] - The Company will use commercially reasonable efforts to satisfy obligations set forth in the Support Agreements[136] - The Company acknowledges that Investors have relied on independent investigations and SEC Reports in making investment decisions[118] - The Company will not disclose the names of any Investors or their affiliates without prior written consent, except as required by law[124] Corporate Governance and Compliance - The Company has been in compliance with the Sarbanes-Oxley Act of 2002 since January 1, 2024[81] - The Company and its subsidiaries have all necessary governmental authorizations for their operations, with no violations that would have a Material Adverse Effect[71] - The Company owns or has rights to all necessary intellectual property for its business operations, with no known infringements[72] - The Company is in material compliance with all applicable data privacy laws, including HIPAA and GDPR, and has maintained accurate privacy statements to customers and employees[98] Sustainability and Long-term Goals - The Company emphasized its commitment to sustainability, planning to reduce operational costs by 5% through energy-efficient practices[9] - The management team expressed confidence in achieving long-term growth targets, aiming for a 50% increase in overall market share by 2025[10]