CHICAGO, Dec. 28, 2017 — UAHC Ventures, LLC, a wholly-owned subsidiary of United American Healthcare Corporation (“UAHC Ventures”), executed a Settlement Agreement on December 7, 2017 (the “Settlement Agreement”) by and between UAHC Ventures and MGT Capital Investments, Inc. (OTC:MGTI) (“MGTI”) to resolve certain disputes that arose between UAHC Ventures and MGTI related to that certain Secured Convertible Promissory Note dated August 18, 2017 issued by MGTI to UAHC Ventures in the original principal amount of $2,410,000.00 (the “Note”) and that certain Warrant to Purchase Shares of Common Stock (the “Warrant”) purchased from MGTI by UAHC Ventures pursuant to that certain Securities Purchase Agreement dated August 18, 2017.
Pursuant to the terms of the Settlement Agreement, MGTI and UAHC Ventures have agreed, UAHC Ventures’ conversion price and exercise price under the Note and the Warrant, respectively, shall each be equal to $0.75 per share of Common Stock. Further, MGTI has agreed to deliver to UAHC Ventures, 3,381,816 of MGTI’s shares of Common Stock (the “Conversion Shares”), provided any delivery of such Conversion Shares does not cause UAHC Ventures to own more than 4.99% of MGTI’s issued and outstanding shares of Common Stock (the “Ownership Limitation”). If a delivery of all or any portion of the Conversion Shares would cause UAHC Ventures to exceed the Ownership Limitation, MGTI has agreed to only deliver a number of Conversion Shares up to the Ownership Limitation and subsequently, upon notice from UAHC Ventures’, to deliver, in one or more issuances, additional shares of Common Stock until such time UAHC Ventures has received all of the Conversion Shares. Upon UAHC Venture’s receipt of all of the Conversion Shares, the entire outstanding balance of the Note shall be deemed to have been paid in full.Additionally, pursuant to the terms of the Settlement Agreement, MGTI and UAHC Ventures have agreed to cap the number of shares of Common Stock deliverable under the Warrant to 3,620,001 (the “Warrant Shares”). UAHC Ventures delivered a notice of exercise to MGTI on December 21, 2017, exercising its right to future delivery(ies) of the Warrant Shares at a time that UAHC Ventures reserves the right to designate, and that will be subject to the following conditions: 1) the Warrant Shares shall not be delivered prior to February 21, 2018, and 2) future delivery(ies) of the Warrant Shares, in all or part, shall only be made to the extent that any delivery of Warrant Shares would not cause UAHC Ventures to exceed the aforementioned Ownership Limitation.Further, as part of the Settlement Agreement, UAHC Ventures has agreed to certain daily and weekly volume limitations with respect to the sale of any Conversion Shares or Warrant Shares it receives. The Settlement Agreement also outlines certain cash fees, which would be owed to MGTI if UAHC Ventures were to violate any of the volume limitations set forth in the Settlement Agreement.UAHC Ventures was formed to pursue strategic investment opportunities in growth industries, such as digital currency. Bitcoin mining is a segment within the digital currency space that has experienced immense momentum.“We are excited to have reached a settlement with MGT Capital Investments, Inc. related to the Note and Warrant that were both issued to UAHC Ventures, LLC on August 18, 2017,” said John Fife, President of UAHC Ventures, LLC and CEO of United American Healthcare Corporation. “We believe the Settlement Agreement clearly outlines our rights to receive shares of MGTI’s Common Stock that are owed to UAHC Ventures related to the Note and the Warrant. This settlement and our subsequent December 21, 2017 delivery of notice of warrant exercise locks in the number of shares we will be receiving under the Warrant and Note at 3,620,001 and 3,381,816, respectively. Additionally, both the execution of the Settlement Agreement and the exercise of the Warrant are keys to solidifying our path and timeline towards the liquidation and realization of expected returns from this investment beginning near the end of Q1 of our 2018 fiscal year.”“There has been substantial momentum in MGTI’s average trading price and its trading volume over the last few weeks as the public’s interest in the digital currency sector continues to grow. Although there are no future guarantees that MGTI’s trading price or trading volume will sustain the pace we’ve seen recently, we believe we are well situated to maximize our return on our MGTI investment. The expected proceeds from a full liquidation of our 7,001,817 shares of MGTI Common Stock would likely provide United American Healthcare Corporation capital to further invest in its current operations and reduce the amount of debt on its balance sheet, increasing the value to shareholders of United American Healthcare Corporation,” added Fife.About United American Healthcare Corporation
United American Healthcare Corporation (“UAHC”), through its subsidiary, UAHC Ventures, LLC, pursues strategic investment opportunities in various growth industries. Additionally, UAHC, through its subsidiary Pulse Systems, LLC, is a contract manufacturing company that provides services to the medical device industry.Forward-looking Statements
This press release contains forward-looking statements. The words or phrases “would be,” “will allow,” “intends to,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” or similar expressions are intended to identify “forward-looking statements.” All information set forth in this news release, except historical and factual information, represents forward-looking statements. This includes all statements about the Company's plans, beliefs, estimates and expectations. These statements are based on current estimates and projections, which involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These risks and uncertainties include issues related to: rapidly changing technology and evolving standards in the industries in which the Company and its subsidiaries operate; the ability to obtain sufficient funding to continue operations, maintain adequate cash flow, profitably exploit new business, license and sign new agreements; the unpredictable nature of consumer preferences; and other factors set forth in the Company's most recently filed annual report and registration statement. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Readers should carefully review the risks and uncertainties described in other documents that the Company files from time to time with the U.S. Securities and Exchange Commission.
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