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): December 29, 2014
MERGEWORTHRX CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35984 | 46-1970047 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) |
(I.R.S. Employer Identification No.)
|
| 3123 McDonald Street, Miami, Florida | 33133 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (305) 785-3900
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Securities 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)) |
| Item 8.01 | Other Events. |
On December 29, 2014, MergeWorthRx Corp. issued a press release announcing that it expects the previously announced merger agreement with AeroCare Holdings, Inc. to be terminated today and that it plans to cease operations except for the purpose of winding up and redeeming, in accordance with its amended and restated certificate of incorporation, its outstanding publicly-held shares of common stock.
The press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated December 29, 2014 |
SIGNATURES
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.
| MERGEWORTHRX CORP. | ||||
| Date: December 29, 2014 | By: | /s/ Charles F. Fistel | ||
|
Name: Charles F. Fistel Title: Chief Executive Officer, Chief Financial Officer, Treasurer and Director | ||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated December 29, 2014 |
Exhibit 99.1
MergeWorthRx Corp. Announces Expected
Termination of Merger Agreement With AeroCare and Planned
Redemption of Publicly-Held Common Stock and Planned Subsequent Dissolution
Miami, Fla. – December 29, 2014 – MergeWorthRx Corp. (NASDAQ: MWRX) (the “Company”) announced today that it expects the previously announced merger agreement with AeroCare Holdings, Inc. to be terminated today and that it plans to cease operations except for the purpose of winding up and redeeming, in accordance with its amended and restated certificate of incorporation, the shares of common stock of the Company issued in the Company’s initial public offering. The effective date of the redemption is December 31, 2014. The per share amount expected to be paid to the Company’s public stockholders on the effective date is $8.36. Payment of such amounts will constitute the Company’s final payment in respect of the liquidation of the trust account that holds the proceeds of the Company’s initial public offering. As promptly as possible following such redemption, MWRX will dissolve. Under MWRX’s amended and restated certificate of incorporation, MWRX had until December 26, 2014 to either consummate a business combination or commence proceedings to liquidate the trust account and dissolve.
About MergeWorthRx Corp.
MergeWorthRx Corp. is a special purpose acquisition company originally launched in July 2013 for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more target businesses. It currently is in the process of winding up its operations.
Forward Looking Statements
This press release may include “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward-looking statements. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and MWRX undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements are qualified in their entirety by this cautionary statement.