IRVINE, Calif., Oct. 7 CA-Assured-Pharmacy
IRVINE, Calif., Oct. 7 /PRNewswire-FirstCall/ -- Assured Pharmacy, Inc.
(OTC Bulletin Board: APHY) today announced that it has entered into a
securities purchase agreement with APHY Holdings LLC, an entity formed by
Enhanced Equity Fund, L.P., relating to the sale, in a private placement, of
newly created Series A Convertible Preferred Stock and 75,000,001 shares of
the Company's common stock. The financing will provide the Company with
$12.0 million in new equity before expenses. The Series A Convertible
Preferred Stock will be convertible into common stock at a conversion rate of
$0.0102 per share. The Company will also issue other convertible preferred
stock and promissory notes in exchange for certain outstanding indebtedness of
the Company.
After accounting for these recapitalization transactions and anticipated
equity grants to be awarded at closing, the Company will have approximately 2
billion outstanding shares of Common Stock on a fully diluted basis compared
to 112,532,399 as of September 30, 2008. APHY Holdings LLC will own
approximately 60% of the Company's outstanding equity on a fully diluted basis
following the closing of the transaction and will have effective control of
the Company. The transaction is subject to various closing conditions,
including certain regulatory approvals. The Company currently anticipates the
transaction will close on or prior to October 31, 2008.
The securities to be sold in the private placement have not been
registered under the Securities Act of 1933, as amended, and may not be
offered or sold in the United States in the absence of an effective
registration statement or exemption from registration requirements. However,
as part of the transaction, the Company will grant certain registration rights
to the purchasers for purposes of registering the resale of the shares of
common stock purchased and issued upon conversion of the Preferred Stock.
This release shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of these securities in any state
in which such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such state. Any
offering of the Company's securities under the resale registration statement
will be made only by means of a prospectus.
Halpern Capital, Inc. served as the Company's financial advisor and
placement agent.
About Assured Pharmacy
Assured Pharmacy provides customized services for individuals with and
physicians treating chronic pain. These services consist of specialized
expertise in dispensing pain medication, including DEA-classified Schedule II
substances, streamlined prescription processes, digital prescribing
technologies, and specialty drug compounding services. Assured Pharmacy also
offers a complete line of durable medical equipment through its DME division.
Assured Pharmacy currently operates six retail sites: two in California (Santa
Ana and Riverside), one in Las Vegas, Nevada, two in Portland, Oregon and one
in Kirkland, Washington. More information about Assured Pharmacy is available
at http://www.assuredpharmacy.com.
About Enhanced Equity Fund, L.P.
Enhanced Equity Fund, L.P. ("EEF") is a $225 million private equity fund
focused on investing in small capitalization growth companies (typically less
than $100 million in revenues). EEF focuses its investment activity
exclusively in two areas: Healthcare and Information & Business Services.
EEF's investment philosophy and strategy is to invest in smaller high growth
companies and partner with successful entrepreneurs and management teams to
build value through internal growth and acquisitions.
Contact: Andrew Brown
ROI Group LLC
212.495.0202
abrown@roiny.com
Certain statements in this news release may constitute "forward-looking"
statements within the meaning of section 21E of the Securities and Exchange
Act of 1934. The Company believes that its expectations, as expressed in these
statements are based on reasonable assumptions regarding the risks and
uncertainties inherent in achieving those expectations. These statements are
not, however, guarantees of future performance and actual results may differ
materially. Some of the factors that may affect the forward-looking statements
in this news release are the ability and willingness of the parties to the
above-described transactions to fulfill the various conditions to closing and
effectiveness of certain aspects of the transactions. Other risk factors are
listed in the most recent Annual Report on Form 10-KSB and Quarterly Report on
Form 10-QSB, filed with the Securities and Exchange Commission. The
information included in this press release is operative as of this date only.
The Company does not undertake any obligation to update its forward-looking
statements to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
SOURCE Assured Pharmacy, Inc.
