Item 2.02 Results of Operations and Financial Condition.
On January 19, 2023, MedAvail Holdings, Inc. (the "Company") reaffirmed guidance
and announced certain preliminary estimates of selected financial results for
2022. The press release is furnished herewith as Exhibit 99.1 and is
incorporated herein by reference.
This information shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
Item 2.05. Costs Associated with Exit or Disposal Activities.
Exit of Pharmacy Services and SpotRx
On January 19, 2023, the Company announced its plan to exit its pharmacy
services business (the "Pharmacy Services Business") to focus on the Company's
pharmacy technology business (the "Pharmacy Technology Business"). In connection
with its exit from the Pharmacy Services Business, the company has hired a
broker and is in active negotiations regarding the sale of the related pharmacy
assets. The Company's business following the exit from the Pharmacy Services
Business will consist solely of its Pharmacy Technology Business. In connection
with the restructuring, the Company is also evaluating multiple financing
options, including with existing investors.
Reduction in Force
On January 18, 2023, and in connection with the Company's exit from the Pharmacy
Services Business to focus on the Pharmacy Technology Business, the Company
initiated a reduction in force (the "Reduction"), in which approximately 75% of
the Company's full-time employees were immediately terminated, effective January
18, 2023, which is the date on which the Company notified such employees of
their termination. The employees that were subject to the Reduction were
employees of the Company's the Pharmacy Services Business. The purpose of the
Reduction is to preserve capital with the goal of maximizing the opportunity
available to the Company to pursue its Pharmacy Technology Business.
The actions that are being undertaken by the Company in connection with the
Reduction are expected to result in annualized operating expense savings of $35
million to $37 million compared to the full year 2022. The Company may incur
additional expenses not currently contemplated due to events associated with the
Reduction. The changes that the Company expects to incur in connection with the
Reduction are estimates and subject to a number of assumptions, and actual
results may differ materially.
This Item 2.05 contains forward-looking statements that are intended to be
covered by the safe harbor for "forward-looking statements" provided by the
Private Securities Litigation Reform Act of 1995, as amended. Forward looking
statements are statements that are not historical facts. Words such as
"expects," "believes," "will," "may," "anticipates," "intends," "plans,"
"estimates," "seek," "predict," "project," "potential" or the negatives of these
terms or variations of them or similar expressions are intended to identify
forward-looking statements. These forward-looking statements include, but are
not limited to, statements regarding MedAvail's business strategy and market
opportunity; financial guidance and preliminary estimates of selected financial
results for 2022, potential future revenue and cost savings projections,
including restructuring and reorganization costs, and expectations for sales,
growth and profitability; customer demand and expansion plans; margin,
utilization and cost reduction improvements; and customer partnerships; and the
consummation of potential strategic divestitures and potential financing
transactions. These statements are based on various assumptions, whether or not
identified in this Current Report on Form 8-K, and on the current expectations
of the Company's management and are not predictions of actual performance.
Forward-looking statements are subject to a number of risks and uncertainties
that could cause actual results to differ materially from the forward-looking
statements, including but not limited to risks related to our ability to
successfully achieve the benefits of a pharmacy technology only business and the
efficiencies related to a restructuring and reorganization, and risks relating
to our ability to successfully consummate and potential strategic, financing and
restructuring transactions, as well as other risks discussed under the heading
"Risk Factors" in MedAvail's Annual Report on Form 10-K for the year ended
December 31, 2021, filed with the Securities and Exchange Commission ("SEC") on
March 29, 2022, MedAvail's Quarterly Report on Form 10-Q for the quarter
--------------------------------------------------------------------------------
ended September 30, 2022, filed with the SEC on November 10, 2022, and other
filings MedAvail makes with the SEC in the future. Additional information is
also set forth in MedAvail's Annual Report on Form 10-K for the year ended
December 31, 2021, MedAvail's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2022, and other filings MedAvail makes with the SEC in the
future. Any preliminary estimates regarding selected 2022 financial results are
further subject to the completion of management's and the audit committee's
final reviews and MedAvail's other financial closing procedures and are
therefore subject to change. You should not place undue reliance on such
preliminary information and estimates because they may prove to be materially
inaccurate. While the Company believes that such preliminary information and
estimates are based on reasonable assumptions, actual results may vary, and such
variations may be material. The Company does not assume any obligation to update
any forward-looking statement, except as required by law.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press release dated January 19 , 2023
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses