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Agility Health, Inc. Announces Ruling in Financial Advisory Firm Litigation; Investor Relations Agreement; and Issuance of Restricted Voting Common Shares
|By Marketwired .
|April 15, 2014 08:00 PM EDT
GRAND RAPIDS, MICHIGAN -- (Marketwired) -- 04/15/14 -- Agility Health, Inc. (TSX VENTURE: AHI) ("Agility Health" or the "Company"), a leading provider of physical rehabilitation and software services that benefit patients, healthcare providers and employers, has learned that summary judgment has been issued in favor of the financial advisory firm in the March 7, 2013 lawsuit filed by the advisory firm against one of the Company's subsidiaries, Agility Health, LLC, as described in the Company's August 28, 2013 Information Circular. The advisory firm is seeking a commission worth approximately US$900,000, together with its attorneys' fees. The lower court is expected to rule on the amount of damages and enter a judgment against Agility Health, LLC sometime during the next four to eight months. Agility Health, LLC remains confident in its position that the advisory firm is not entitled to a commission under the terms of the agreement in dispute. After the lower court enters the judgment, Agility Health, LLC will have the right, and intends, to, appeal the lower court ruling to the Michigan Court of Appeals. The standard of review at the Court of Appeals will be de novo, with no deference given to the lower court's ruling. The Company's management has been advised by legal counsel that the appeals process will likely take more than a year to complete.
Entry into Investor Relations Agreement
The Company today announced that it has entered into an agreement (the "Agreement") with NIR Consultants Corp. ("NIR Consultants") for the provision of investor relations services. NIR Consultants will assist the Company in fostering productive, continuing dialogue with analysts, brokers, potential investors and current shareholders for the purpose of expanding the Company's exposure within the Canadian and international investment community.
The Agreement provides for an initial term of six months, renewable for additional six month terms by mutual agreement, and is subject to the approval of the TSX Venture Exchange. Under the terms of the Agreement, NIR Consultants will receive a monthly fee of $6,000 and was granted an aggregate of 100,000 incentive stock options. The stock options are exercisable for one year at an exercise price of CAD$0.90 and will vest in stages over a period of 12 months, with 1/4 of the options vesting every three months.
Issuance of Restricted Voting Common Shares
Further to the Company's press release dated November 13, 2013, in connection with the acquisition of 100% of the management interest in Babar Enterprises, L.L.C., which operates under the name "Excel Sports & Physical Therapy", the Company announced today that it is issuing an additional 89,150 restricted voting common shares of Agility Health (the "Consideration Shares") to the vendors thereof pursuant to the membership purchase agreement. The issuance of the Consideration Shares is subject to TSX Venture Exchange approval.
About Agility Health
Through its subsidiary and principal operating entity, Agility Health, LLC, Agility Health operates a multi-state network of outpatient rehabilitation clinics and provides contracted services to hospitals, nursing homes and other institutional clients, providing care and treatment for orthopedic-related disorders, sports-related injuries, preventative care, rehabilitation of injured workers, and a variety of other injuries and conditions. In addition, Agility Health provides a number of ancillary services related to physical rehabilitation, including practice management software systems and custom orthotics. As of November 14, 2013, Agility Health operates 74 outpatient or onsite rehabilitation locations in 17 states. Agility Health's contract therapy services business provides rehabilitative services to 41 hospitals and inpatient rehabilitation units, 36 nursing homes, long-term care facilities and other service locations in 13 states.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This release includes forward-looking statements regarding Agility Health and its business. Such statements are based on the current expectations and views of future events of Agility Health's management. In some cases the forward-looking statements can be identified by words or phrases such as "may", "will", "expect", "plan", "anticipate", "intend", "potential", "estimate", "believe" or the negative of these terms, or other similar expressions intended to identify forward-looking statements. The forward-looking events and circumstances discussed in this release, including the anticipated future growth of Agility Health, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the company. No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Agility Health undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
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