Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: Unregistered Sales of Equity Securities
−Removed: On March 31, 2023, Holdings acquired 51% of the outstanding shares of common stock of CRMS, a provider of cardiac implantable electronic device remote monitoring and virtual care management services.
−Removed: The closing consideration of $10,000,000 consisted of $9,000,000 in cash and $1,000,000 worth of shares of Common Stock issued in a private placement transaction.
−Removed: The Company also agreed to pay additional consideration following the initial closing, including the True-up Payment to be paid in 2024 based on the attainment of full-year 2023 EBITDA targets.
−Removed: On May 29, 2024, the Company made a portion of the True-up Payment in the amount of $1,000,000 in cash.
−Removed: On July 19, 2024, the Company also issued $1,814,345 in Common Stock, or 578,350 shares, in a private placement, constituting the remainder of the True-up Payment.
−Removed: The foregoing transaction did not involve any underwriters, underwriting discounts or commissions, or any public offering.
−Removed: Under the terms of the agreement, the Company issued and sold the shares of Common Stock in a private placement to accredited investors, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
−Removed: The Company relied on this exemption from registration based in part as each accredited investor was aware of the terms of the transaction, the securities issued contained restrictive legends regarding resale and transfer, and the transaction was not publicly solicited or advertised.
Share Repurchases
2 unchanged sentences
On August 5, 2024, following the expiration of the Prior Repurchase Program on July 30, 2024, the Board effectively extended the Prior Repurchase Program by authorizing the New Repurchase Program, pursuant to which the Company may purchase up to $26,000,000 in shares of Common Stock, which was the approximate amount remaining under the Prior Repurchase Program at its expiration.
−Removed: The New Repurchase Program expires on December 31, 2024 and may be suspended, extended, modified or discontinued at any time without prior notice.
+Added: The New Repurchase Program was originally set to expire on December 31, 2024.
+Added: On December 20, 2024, the Board extended the expiration date of the New Repurchase Program from December 31, 2024 to June 30, 2025.
+Added: The New Repurchase Program may be suspended, extended, modified or discontinued at any time without prior notice.
Under the terms of the New Repurchase Program, the Company may purchase shares of Common Stock on a discretionary basis from time to time through open market repurchases or privately negotiated transactions or through other means, including by entering into Rule 10b5-1 trading plans or accelerated share repurchase programs, in each case, during an “open window” and when the Company does not possess material non-public information.
2 unchanged sentences
Repurchases under the New Repurchase Program may be funded from the Company’s existing cash and cash equivalents, future cash flow or proceeds of borrowings or debt offerings .
−Removed: As of September 30, 2024, $24.7 million remained available for share repurchases pursuant to the New Repurchase Program.
−Removed: Information regarding shares of Common Stock repurchased during the three months ended September 30, 2024 is as follows:
+Added: As of March 31, 2025, $16.3 million remained available for share repurchases pursuant to the New Repurchase Program.
+Added: Information regarding shares of Common Stock repurchased during the three months ended March 31, 2025 is as follows:
Month Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans
−Removed: July 1 through 31, 2024 — $ — — $ 26,271,021 (1)
−Removed: August 1 through 31, 2024 233,565 $ 3.59 233,565 $ 25,160,539
−Removed: September 1 through 30, 2024 122,548 $ 3.67 122,548 $ 24,710,935
+Added: January 1 through 31, 2025 — $ — — $ 22,045,655
+Added: February 1 through 28, 2025 — $ — — $ 22,045,655
+Added: March 1 through 31, 2025 1,953,169 $ 2.92 1,953,169 $ 16,332,764
Total 1,953,169 $ 2.92 1,953,169 $ 16,332,764
−Removed: (1) Amount remaining under the Prior Repurchase Program upon its expiration on July 30, 2024.
Defaults Upon Senior Securities
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.