Market Overview

Alliance MMA, Inc. to Acquire SCWorx Corp., a Big Data Software-as-a-Service (SaaS) Company Focused on the Healthcare Market

Share:

Transaction to result in a Nasdaq-listed company focused on data
normalization, application interoperability and big data analytics
within the healthcare market

Alliance MMA, Inc. (NASDAQ:AMMA) and SCWorx Corp., a privately held
provider of data content and services related to the repair,
normalization and interoperability of information for healthcare
providers and big data analytics for the healthcare industry, today
announced the signing of a definitive agreement under which AMMA will
acquire SCWorx in an all-stock transaction, resulting in SCWorx
acquiring a controlling interest in AMMA. Upon closing, on a pro forma
basis for the combined company, the existing AMMA and SCWorx
shareholders are expected to own approximately 20% and 80%,
respectively, of the issued and outstanding common stock of AMMA (based
upon a presumed share price for AMMA of $0.67 on the Closing Date,
subject to adjustment if the per share price of AMMA stock is less than
$0.67 per share at the Closing Date.).

The transaction will result in a combined company primarily focused on
connecting the three core healthcare provider systems:

  • Materials Management Information System (MMIS);
  • the Clinical Information Systems or Electronic Medical Record (EMR);
    and
  • the Charge Description Master (CDM), enabling healthcare providers'
    enterprise systems to work as a single, more accurate, automated and
    seamless business management system.

SCWorx offers an advanced software solution for the management of health
care providers' foundational business applications. Together these
software systems have been credited with the healthcare providers'
customers tending to realize reduced medical expenses, while healthcare
providers have tended to experience expanded revenues and more
successful and safer clinical outcomes. The SCWorx software solution
ultimately transforms many aspects of the healthcare providers' business
through its delivery of highly accurate, real-time information that
offers the executives of these healthcare providers the ability to
optimize many areas of their day-to-day operations, negotiate better
contracts with their vendors and payors and make better decisions with
respect to strategic purchases.

SCWorx has experienced strong double-digit recurring revenue growth and
profitability since 2016, trends which SCWorx' management believes
should continue.

Marc Schessel, CEO of SCWorx stated, "Our forthcoming combination with
Alliance MMA should enable us to achieve a major milestone, as our
listing on the NASDAQ should lead to enhanced growth, viability and
market opportunities. We are proud of the consistent performance and
progress that led to this opportunity, and we are confident that our
leading SaaS platform will attract new shareholders and investors as a
Nasdaq-listed company."

Alliance MMA's Chairman of the Board, Joel Tracy, similarly expressed
enthusiasm for the agreement, "We are looking forward to completing the
transaction with SCWorx. They are among the leading data normalization
software providers that are changing the way health care providers
control and utilize their data to drive more successful clinical
outcomes for patients."

About the Proposed Transaction

Under the terms of the share exchange agreement, AMMA will acquire all
the issued and outstanding capital stock of SCWorx in exchange for which
the SCWorx shareholders will receive shares of common stock of AMMA. On
a pro forma basis for the combined company, the existing AMMA and SCWorx
shareholders are expected to own approximately 20% and 80%,
respectively, of the issued and outstanding common stock of AMMA,
subject to certain adjustments based on the share price of AMMA at
closing. The conversion ratio for the transaction is based on a
valuation of SCWorx of $50 million and will be based on the share price
of AMMA on the Closing Date, subject to a cap of $0.67 per share.

The proposed transaction has been unanimously approved by the boards of
directors of both companies and is expected to close during the fourth
quarter of 2018, subject to the approval of the transaction by the
shareholders of both companies, and other customary closing conditions,
including that the combined company will meet applicable Nasdaq listing
requirements.

The Nossiff Law Firm LLP acted as legal advisor to Alliance MMA. Zysman,
Aharoni, Gayer and Sullivan & Worcester LLP acted as legal advisor to
SCWorx.

Management and Organization

Marc Schessel, founder of SCWorx, is expected to serve as the Chief
Executive Officer of the combined company. The board of directors of the
combined company is expected to be comprised of at least four members to
be designated by SCWorx.

If the transaction is consummated, Alliance MMA will seek shareholder
approval to change its name to SCWorx and also intends to apply to
change its ticker symbol on Nasdaq. Upon completion of the share
exchange, the corporate headquarters will be in Tampa, Florida and the
combined company will remain domiciled in Delaware.

About Alliance MMA, Inc.

Alliance MMA, Inc., is a professional mixed martial arts (MMA) company
which has scaled back its operations and is currently focused on MMA
athlete management with its wholly owned subsidiary, SuckerPunch and MMA
promotion ticket solution, CageTix.

For more information, please visit the company's website, www.alliancemma.com,
the content of which is not incorporated herein by reference.

Forward-looking Statements

This press release contains "forward-looking statements" that involve
substantial risks and uncertainties for purposes of the safe harbor
provided by the Private Securities Litigation Reform Act of 1995. All
statements, other than statements of historical facts, included in this
press release regarding strategy, future operations, future financial
position, prospects, plans and objectives of management are forward-
looking statements. Examples of such statements include, but are not
limited to, statements relating to the structure, timing and completion
of the proposed transaction; the combined company's listing on Nasdaq
after closing of the proposed transaction; expectations regarding the
capitalization, resources and ownership structure of the combined
company; the nature, strategy, results, focus, growth, profitability and
market opportunities of the combined company; the executive and board
structure of the combined company; and expectations regarding voting by
Alliance MMA and SCWorx shareholders. Alliance MMA and/or SCWorx may not
actually achieve the plans, carry out the intentions or meet the
expectations or projections disclosed in the forward-looking statements
and you should not place undue reliance on these forward-looking
statements. Such statements are based on management's current
expectations and involve risks and uncertainties. Actual results and
performance could differ materially from those projected in the forward-
looking statements as a result of many factors, including, without
limitation, risks and uncertainties associated with shareholder approval
of and the ability to consummate the proposed transaction through the
process being conducted by Alliance MMA and SCWorx, the ability to
project future cash utilization and reserves needed for contingent
future liabilities and business operations and the availability of
sufficient resources of the combined company to meet its business
objectives and operational requirements.

The forward-looking statements contained or implied in this press
release are subject to other risks and uncertainties, including those
discussed under the heading "Risk Factors" in Alliance MMA's Annual
Report on Form 10-K for the fiscal year ended December 31, 2017, filed
with the Securities and Exchange Commission (SEC) and in subsequent
filings with the SEC. Except as otherwise required by law, Alliance MMA
and SCWorx each disclaim any intention or obligation to update or revise
any forward-looking statements, which speak only as of the date they
were made, whether as a result of new information, future events or
circumstances or otherwise.

No Offer or Solicitation

This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale 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.

A proxy statement and a proxy card will be filed with the SEC and will
be mailed to Alliance MMA's shareholders seeking any required
shareholder approvals in connection with the proposed transactions.
Before making any voting or investment decision, investors and
shareholders are urged to read the proxy statement (including any
amendments or supplements thereto) and any other relevant documents that
Alliance MMA may file with the SEC when they become available because
they will contain important information about the proposed transactions.

View Comments and Join the Discussion!