Item 7.01. Regulation FD Disclosure.
On
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of BIOS under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information contained in this Item 7.01, including Exhibit 99.1.
Important Information About the Transactions and Where to Find It
This Current Report on Form 8-K may contain information relating to a proposed
business combination between BIOS and Avertix. In connection with the proposed
transaction, BIOS has filed a registration statement on Form S-4 (as amended or
supplemented, the "Registration Statement") with the
The definitive proxy statement/prospectus will be mailed to shareholders of BIOS
as of a record date to be established for voting on the proposed business
combination and related matters. Shareholders may obtain copies of the proxy
statement/prospectus, when available, without charge, at the
Participants in the Solicitation
BIOS and Avertix and their respective directors, officers and other members of
their management and employees may be deemed to be participants in the
solicitation of proxies from BIOS' shareholders with respect to the proposed
business combination and related matters. Investors and securityholders may
obtain more detailed information regarding the names, affiliations and interests
of the directors and officers of BIOS and Avertix in the proxy
statement/prospectus relating to the proposed business combination filed with
the
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only and is not intended to and shall not constitute a proxy statement or the solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934 that are not historical facts, and involve risks
and uncertainties that could cause actual results of BIOS and Avertix to differ
materially from those expected and projected. These statements, other than
statements of present or historical fact included in this document, regarding
BIOS' proposed business combination with Avertix, BIOS' ability to consummate
the proposed transactions, the benefits of the proposed transactions and the
combined company's future financial performance, including financial
projections, as well as the combined company's strategy, demand for products and
services, use cases for products and services, anticipated business model and
future operations, estimated financial position, estimated revenue growth,
prospects expectations, estimated market growth, size and opportunity, plans and
objectives of management, among others, are forward-looking statements. These
statements are based on various assumptions, whether or not identified in this
document, and on the current expectations of Avertix's management and are not
predictions of actual performance, and, as a result, are subject to risks and
uncertainties. These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be relied on by any
investor as, a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many factors could cause
actual future events to differ materially from the forward-looking statements in
this document, including but not limited to: the inability of the parties to
successfully or timely consummate the proposed business combination; the risk
that the proposed business combination may not be completed by BIOS' business
combination deadline and the potential failure to obtain an extension of the
business combination deadline by BIOS; failure to realize the anticipated
benefits of the proposed business combination; the occurrence of any event,
change or other circumstance that could give rise to the termination of the
definitive transaction agreement; Avertix's history of operating losses;
Avertix's ability to engage physicians to utilize and prescribe its solution;
changes in reimbursement practices; technological changes in Avertix's market;
Avertix's ability to protect its intellectual property; Avertix 's material
weaknesses in financial reporting; and the Avertix's ability to navigate complex
regulatory requirements. The foregoing list of factors is not exhaustive. Please
carefully consider the foregoing factors and the other risks and uncertainties
described in the "Risk Factors" section of the final prospectus to BIOS'
registration statement on Form S-1, as amended (File No. 333-249676), the
Registration Statement filed with the
There may be additional risks that neither BIOS nor Avertix presently know or that BIOS and Avertix currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect BIOS' and Avertix's expectations, plans or forecasts of future events and views as of the date of this document. BIOS and Avertix anticipate that subsequent events and developments will cause BIOS' and Avertix's assessments to change. However, while BIOS and Avertix may elect to update these forward-looking statements at some point in the future, BIOS and Avertix specifically assume no obligation and do not intend to do so, nor do they intend to revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by applicable law. These forward-looking statements should not be relied upon as representing BIOS' and Avertix's assessments as of any date subsequent to the date of this document. Neither BIOS nor Avertix gives any assurance that either BIOS or Avertix, or the combined company, will achieve its expectations. Accordingly, undue reliance should not be placed upon the forward-looking statements as predictions of future events.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Investor Presentation, datedMay 30, 2023 . 104.1 Cover page interactive data file (embedded within the Inline XBRL document). * Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). BIOS agrees to supplementally furnish a copy of any omitted exhibit or schedule to theSEC upon its request.
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