AEPT - American Energy Partners Inc. Announces the Signing of a Letter of Intent for a Reverse Merger With a Nasdaq Listed Company SCWorx Corp. | Benzinga
CANONSBURG, Pennsylvania, Oct. 23, 2023 (GLOBE NEWSWIRE) -- via NewMediaWire -- American Energy Partners, Inc. to be known as American Environmental Partners, Inc. ("American Environmental" or "AEPT") on October 30, 2023 pending regulatory approval (OTC:AEPT), an environmental service company, is pleased to announce it has signed a Letter of Intent ("LOI") to be acquired by SCWorx Corp. ("SCWorx"), a Nasdaq listed company under the ticker symbol "WORX."
The LOI sets forth the proposed terms and conditions pursuant to which SCWorx and American Environmental intend to effect a business combination, as a result of which American Environmental and SCWorx's healthcare data management business will each be conducted through wholly-owned subsidiaries of SCWorx (the "Proposed Transaction").
SCWorx anticipates that the Proposed Transaction will be structured as a share-for-share exchange, with SCWorx shareholders retaining 17% and American Environmental retaining 83% of the issued and outstanding shares of common stock of SCWorx, after giving effect to a $6 million capital raise by American Environmental, which is a condition to completion of the Proposed Transaction.
The LOI has binding and non-binding components. The binding components require among other things that American Environmental provide SCWorx $150,000 of working capital, as well as cover its costs to complete the Proposed Transaction. In addition, both parties are restricted from engaging in discussions with other parties about an acquisition or other transaction similar to the terms of the Proposed Transaction. Upon execution of a definitive agreement, SCWorx will file a Current Report on Form 8-K with more details regarding the Proposed Transaction, including the proposed capitalization of SCWorx upon the closing of the Proposed Transaction. SCWorx previously engaged Stanton Park Capital, a boutique investment bank, to advise it in connection with the process of reviewing strategic opportunities available to SCWorx, including the Proposed Transaction.
The Proposed Transaction has been approved by the Boards of Directors of both SCWorx and American Environmental and is expected to ...