This is huge! on page 13 of the 10K!!!! I've been
Post# of 7769
Posted On: 04/15/2014 5:59:38 PM
This is huge! on page 13 of the 10K!!!! I've been waiting to see the profit margins on this sidestream of revenue on the Specialty Pharmacy!!!! Go SCRC! Tut
Specialty Pharmacies
On January 29, 2014, Implex Corporation, which is owned by our legal counsel, Richard C. Fox, entered into a stock purchase agreement with the owner to acquire the specialty pharmacy Main Avenue Pharmacy, Inc., located in New Jersey, for $550,000. The purchase price will be paid in installments and the shares will be held by an escrow agent until the final payment is made. Under the purchase agreement, the final agreement is to be made on July 11, 2014 (unless extended by the parties).
On February 20, 2014, Implex Corporation and Main Avenue Pharmacy, Inc., the specialty pharmacy being acquired by Implex, entered into a Business Management Agreement with ScripsAmerica, effective as of February 7, 2014. Under this agreement, Implex has engaged us to manage the day to day business operations of Main Avenue Pharmacy, subject to the directives of Implex. Our day to day management responsibilities includes financial management but excludes any matters related to licensing and those responsibilities which require Federal or state licensure (“Licensing Matters”). Prior to the final closing, the Licensing Matters will be handled by Main Avenue Pharmacy’s owner and after the final closing Implex will be responsible for managing Licensing Matters. We will also provide funding (as a loan or advance), to the extent necessary, to pay all costs and expenses incurred in the operation of Main Avenue Pharmacy (to the extent not covered by the funds of the pharmacy)
Implex will be entitled to make monthly draws on the first day of each month, as owner of Main Avenue Pharmacy, as follows: (i) commencing on April 1, 2014 and continuing to, and including, March 1, 2015, $47,003 plus $30 for each prescription processed by Main Avenue Pharmacy during the preceding month (except that the first such payment shall include prescriptions processed since the initial closing on February 7, 2014); (ii) commencing on April 1, 2015 and continuing to, and including, March 1, 2016, $8,827 plus $30 for each prescription processed by Main Avenue Pharmacy during the preceding month; (iii) commencing on April 1, 2016 and continuing thereafter plus $30 for each prescription processed by Main Avenue Pharmacy during the preceding month and (iv) commencing on the 10,001 prescription proceeds by Main Avenue Pharmacy the rate will be reduced to $10 for each prescription processed by Main Avenue Pharmacy during the preceding month.
For the management services provided by us under this Business Management Agreement, Implex will pay us a combined month Management and Financing Fee. This combined fee will be equal to 97% of the Calculation Basis (as defined in the agreement), which amounts to receipts from paid invoices less Implex’s monthly draw and various expenses of Main Avenue Pharmacy.
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The Business Management Agreement will have an initial term of five (5) years. If at September 30, 2018 we are not in default under this Business Management Agreement, we have the option to extend the term of the agreement for an additional five year period. The Business Management Agreement can be terminated by either party if (i) the other party (i) breaches the agreement and the breach is not cured within 30 days of notice from the other party or (ii) the liquidation, bankruptcy, insolvency or receivership of the other party.
http://www.sec.gov/Archives/edgar/data/152147...-index.htm
Specialty Pharmacies
On January 29, 2014, Implex Corporation, which is owned by our legal counsel, Richard C. Fox, entered into a stock purchase agreement with the owner to acquire the specialty pharmacy Main Avenue Pharmacy, Inc., located in New Jersey, for $550,000. The purchase price will be paid in installments and the shares will be held by an escrow agent until the final payment is made. Under the purchase agreement, the final agreement is to be made on July 11, 2014 (unless extended by the parties).
On February 20, 2014, Implex Corporation and Main Avenue Pharmacy, Inc., the specialty pharmacy being acquired by Implex, entered into a Business Management Agreement with ScripsAmerica, effective as of February 7, 2014. Under this agreement, Implex has engaged us to manage the day to day business operations of Main Avenue Pharmacy, subject to the directives of Implex. Our day to day management responsibilities includes financial management but excludes any matters related to licensing and those responsibilities which require Federal or state licensure (“Licensing Matters”). Prior to the final closing, the Licensing Matters will be handled by Main Avenue Pharmacy’s owner and after the final closing Implex will be responsible for managing Licensing Matters. We will also provide funding (as a loan or advance), to the extent necessary, to pay all costs and expenses incurred in the operation of Main Avenue Pharmacy (to the extent not covered by the funds of the pharmacy)
Implex will be entitled to make monthly draws on the first day of each month, as owner of Main Avenue Pharmacy, as follows: (i) commencing on April 1, 2014 and continuing to, and including, March 1, 2015, $47,003 plus $30 for each prescription processed by Main Avenue Pharmacy during the preceding month (except that the first such payment shall include prescriptions processed since the initial closing on February 7, 2014); (ii) commencing on April 1, 2015 and continuing to, and including, March 1, 2016, $8,827 plus $30 for each prescription processed by Main Avenue Pharmacy during the preceding month; (iii) commencing on April 1, 2016 and continuing thereafter plus $30 for each prescription processed by Main Avenue Pharmacy during the preceding month and (iv) commencing on the 10,001 prescription proceeds by Main Avenue Pharmacy the rate will be reduced to $10 for each prescription processed by Main Avenue Pharmacy during the preceding month.
For the management services provided by us under this Business Management Agreement, Implex will pay us a combined month Management and Financing Fee. This combined fee will be equal to 97% of the Calculation Basis (as defined in the agreement), which amounts to receipts from paid invoices less Implex’s monthly draw and various expenses of Main Avenue Pharmacy.
13
The Business Management Agreement will have an initial term of five (5) years. If at September 30, 2018 we are not in default under this Business Management Agreement, we have the option to extend the term of the agreement for an additional five year period. The Business Management Agreement can be terminated by either party if (i) the other party (i) breaches the agreement and the breach is not cured within 30 days of notice from the other party or (ii) the liquidation, bankruptcy, insolvency or receivership of the other party.
http://www.sec.gov/Archives/edgar/data/152147...-index.htm
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