Item 1.01 Entry into a Material Definitive Agreement.
Each agreement is Revenue Purchase and Security Agreement and Guaranty of
Performance (a "Revenue Purchase Agreement") with the Funder. One agreement is
dated as of
Each Revenue Purchase Agreement includes a Guaranty of Performance ("Guaranty") which provides for irrevocable, absolute, and unconditional guaranty by James Walesa, the Company's Chairman and Chief Executive Officer, of all of the of the obligations of MCA under such Revenue Purchase Agreement. Such Guaranty provides customary provisions, including representations, warranties and covenants.
The foregoing descriptions of each Revenue Purchase Agreement are not complete and are qualified in their entirety by reference to the full text of such agreement, which is filed as Exhibit 10.1 and as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward Looking Statements
This communication contains forward-looking statements (including within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and
Section 27A of the Securities Act of 1933, as amended) concerning the Company.
These statements may discuss goals, intentions and expectations as to future
plans, trends, events, results of operations or financial condition, or
otherwise, based on current beliefs of the management of the Company, as well as
assumptions made by, and information currently available to, management.
Forward-looking statements generally include statements that are predictive in
nature and depend upon or refer to future events or conditions, and include
words such as "may," "will," "should," "would," "expect," "anticipate," "plan,"
"likely," "believe," "estimate," "project," "intend," and other similar
expressions. Statements that are not historical facts are forward-looking
statements. Forward-looking statements are based on current beliefs and
assumptions that are subject to risks and uncertainties and are not guarantees
of future performance. Actual results could differ materially from those
contained in any forward-looking statement as a result of various factors,
including, without limitation: the risks regarding the Company and its business,
generally; risks related to the Company's ability to correctly estimate and
manage its operating expenses and develop its innovate non-acute care businesses
and the acceptance of its proposed products and services, including with respect
to future financial and operating results; the ability of the Company to protect
its intellectual property rights; competitive responses to the Company's
businesses including its innovative non-acute care business; unexpected costs,
charges or expenses; regulatory requirements or developments; changes in capital
resource requirements; and legislative, regulatory, political and economic
developments. The foregoing review of important factors that could cause actual
events to differ from expectations should not be construed as exhaustive and
should be read in conjunction with statements that are included herein and
elsewhere, including the risk factors included in the Company's most recent
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. No. Description 10.1 Revenue Purchase and Security Agreement and Guaranty of Performance dated as ofApril 25, 2022 by and amongMCA Westover Hills Operating Company, LLC ("MCA") andSamson MCA LLC including the Guaranty of Performance by James Walesa. 10.2 Revenue Purchase and Security Agreement and Guaranty of Performance dated as ofApril 28, 2022 by and amongMCA Westover Hills Operating Company, LLC ("MCA") andSamson MCA LLC including the Guaranty of Performance by James Walesa. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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