UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 21, 2021
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InfuSystem Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
001-35020 |
20-3341405 |
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
3851 West Hamlin Road
Rochester Hills, Michigan 48309
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (248) 291-1210
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
___________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on which Registered |
Common Stock, par value $0.0001 per share |
INFU |
NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD.
On April 21, 2021, InfuSystem Holdings, Inc. (the “Company”) issued a press release announcing that the Company has acquired OB Healthcare Corporation, a privately held, Texas-based, biomedical services company. Terms of the transaction were not disclosed. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished in this Item 7.01 — “Regulation FD Disclosure” of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description |
99.1 |
Press Release of InfuSystem Holdings, Inc. dated April 21, 2021. |
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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INFUSYSTEM HOLDINGS, INC. |
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By: |
/s/ Barry Steele |
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Barry Steele |
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Chief Financial Officer |
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Dated: April 21, 2021
Exhibit 99.1
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InfuSystem Holdings, Inc. |
3851 W. Hamlin Road Rochester Hills, MI 48309 248-291-1210 |
FOR IMMEDIATE RELEASE
CONTACT: | Joe Dorame, Joe Diaz & Robert Blum |
Lytham Partners, LLC | |
602-889-9700 |
InfuSystem Acquires OB Healthcare Corporation,
Expanding DME Services Platform in Acute Care
Rochester Hills, Michigan, April 21, 2021 – InfuSystem Holdings, Inc. (NYSE American: INFU), (“InfuSystem” or the “Company), a leading national health care service provider, facilitating outpatient care for durable medical equipment manufacturers and health care providers, today announced that it has acquired the operating assets of OB Healthcare Corporation, a privately held, Texas-based, biomedical services company. Terms of the transaction were not disclosed.
OB Healthcare specializes in on-site repair, preventative maintenance, and physical device inventory management to hospitals and healthcare systems nationwide. The acquisition of the OB Healthcare operating assets further develops and expands InfuSystem’s Durable Medical Equipment Services (DME) platform and complements InfuSystem’s purchase of FilAMed, which was announced in February 2021.
Richard DiIorio, chief executive officer of InfuSystem, stated, “OB Healthcare focuses on providing field service for biomedical maintenance and repair. This acquisition closely follows our purchase of FilAMed, which provides remote repair work out of its facilities in Bakersfield, California. Together, the two companies, and the impressive business relationships they bring with them, dramatically enhances InfuSystem’s capabilities in biomedical services and increases our business opportunities in the acute care market.”
Mr. DiIorio continued, “the synergies between OB Healthcare and their team of mobile technicians for on-site services at hospitals and FilAMed’s expertise in servicing a wider range of medical devices provides InfuSystem’s customers with a significantly expanded scope of specialized biomedical services, and the choice between on-site or remote repair services. This acquisition represents another important development in expanding our addressable markets for our highly scalable operating platforms – Integrated Therapy Services (ITS) and Durable Medical Equipment Services (DME). We look forward to a seamless integration with uninterrupted customer service as we welcome OB Healthcare’s employees and customers to InfuSystem,” DiIorio concluded.
About OB Healthcare
Founded in 2007, OB Healthcare is a biomedical engineering company with nationwide reach in providing specialized biomedical services. Over the past 13 years, OB Healthcare has become an expert in clinical engineering, growing from a small preventive maintenance company to a leading provider in the field of clinical engineering. Using advanced processes, nationwide resources, and innovative proprietary software, OB Healthcare provides a powerful competitive advantage that can help its healthcare customers save both time and money.
About InfuSystem Holdings, Inc.
InfuSystem Holdings, Inc. (NYSE American: INFU), is a leading national health care service provider, facilitating outpatient care for durable medical equipment manufacturers and health care providers. INFU services are provided under a two-platform model. The lead platform is Integrated Therapy Services (“ITS”), providing the last-mile solution for clinic-to-home healthcare where the continuing treatment involves complex durable medical equipment and services. The ITS segment is comprised of Oncology, Pain Management, and Wound Therapy businesses. The second platform, Durable Medical Equipment Services (“DME Services”), supports the ITS platform and leverages InfuSystem’s strong service orientation to win incremental business from its direct payor clients. The DME Services segment is comprised of direct payor rentals, pump and consumable sales, and biomedical services and repair. Headquartered in Rochester Hills, Michigan, the Company delivers local, field-based customer support and operates Centers of Excellence in Michigan, Kansas, California, Massachusetts and Ontario, Canada.
Forward-Looking Statements
Certain statements contained in this press release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, such as statements relating to future actions, business plans, objectives and prospects, future operating or financial performance. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “strategy,” “future,” “likely,” variations of such words, and other similar expressions, as they relate to the Company, are intended to identify forward-looking statements. Forward-looking statements are subject to factors, risks and uncertainties that could cause actual results to differ materially, including, but not limited to, the uncertain impact of the COVID-19 pandemic, our dependence on estimates of collectible revenue, potential litigation, changes in third-party reimbursement processes, changes in law and other risk factors disclosed in the Company’s most recent annual report on Form 10-K and, to the extent applicable, quarterly reports on Form 10-Q. All forward-looking statements made in this press release speak only as of the date hereof. We do not undertake any obligation to update any forward-looking statements to reflect future events or circumstances, except as required by law.
Additional information about InfuSystem Holdings, Inc. is available at www.infusystem.com.
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