ORHub Announces Results of 2019 Note Holder Vote
NEWPORT BEACH, Calif., Jan. 24, 2019 /PRNewswire/ -- ORHub, Inc. (OTC: ORHB) (the "Company" or "ORHub"), a SaaS-based healthcare data analytics company focused on the business of surgery to improve the profitability of hospitals, ambulatory surgery centers (ASCs) and health systems, today announces the following amendments to the Series 2017-A 12% Note Agreement (the "Note"), which was approved by a vote of a majority of the Note Holders on January 21, 2019:
To amend Section 1.1 of the Note, Definitions (q) "Maximum offering amount" means $5,000,000 to Definitions (q) "Maximum offering amount" means $5,400,000.
To amend Section 4.2 Affirmative Covenants (a) Financial and Related Reporting as follows:a) The Company will at all times keep, and cause any subsidiary to keep, true and complete books of record and accounts in accordance with GAAP. The Company shall deliver to the Holders financial statements for each fiscal quarter and year, unaudited but presented in accordance with GAAP, including required GAAP footnotes and comparisons. The delivery of the financial statements to Holders shall be in alignment with the Company's reporting standards on the exchange or market on which its common stock is listed for trading. Such delivery shall be within 60 days of the end of each fiscal quarter and 110 days of fiscal year end. In the event the Company is no longer required to report by its market or exchange, such delivery would be required within 60 days of the quarter and 110 days of the fiscal year end. Unless otherwise instructed these statements shall be delivered by email to each Holders' email of record. These financial statements shall be confirmed and certified by the President or the Chief Executive Officer as being true, correct, and complete in all material respects and shall include a confirmation that the representations, warranties, and covenants set forth in all of this Section 4 remain accurate.
To remove the position of Note Agent through the removal of Section 5.3 and Section 7.1 from the Note.
Waiver of default related to Section 4.1 (e).
As disclosed in the Company's Unaudited Annual Financial Report for Fiscal Year Ended June 30, 2018, "On October 10, 2018, a current Series 2017-A Note Holder, Frederic J. Buonincontri, filed a lawsuit against the Company in Arizona Superior Court, County of Maricopa, seeking declaratory relief from the court to remove the Company as the Note Agent under the Series 2017-A Note and appointment of a successor Note Agent, AXT Analytics, LLC, a company representing approximately 33% of the Note Holders. The Company was served with the complaint on October 19, 2018. Mr. Buonincontri filed a motion requesting the court to remove the Company as the Note Agent with the successor Note Agent being replaced by AXT Analytics, an entity formed by Mr. Buonincontri. The Court issued such an Order, but ORHub believed it was improperly granted. On January 23, 2019, the court vacated its Order and denied additional motions filed by Mr. Buonincontri. It is the Company's position that the approval by a majority of the Note Holders related to the amendments has eliminated the provisions related in the Note Agreement pursuant to the Note Agent, which we believe was further solidified by the Court's ruling. Were that not the case, the largest Note Holder, pursuant to the terms of the Note Agreement who accepted the position on November 20, 2018, would remain the Note Agent.
"At this time I would like to thank our Note Holders who have supported and funded the development and growth of ORHub. We expect 2019 to be an exciting year as evident by the recent new contracts signed for our Surgical Spotlight™ platform," said Colt Melby, Chief Executive Officer of ORHub. "We look forward to keeping all of our shareholders apprised of our ongoing progress."
About ORHub, Inc.
ORHub, born from the Microsoft for Start-Ups program, is an advanced surgical software provider focused on the Business of Surgery through the foundation of electronic data capture at the point-of- surgical care to improve workflow, simplify work processes and access data intelligence. The Company's suite of products serves the needs of the health care industry including providers, patients, the government and the medical device vendors. ORHub provides a cloud-based software solution that captures information before, during and after surgery, filling a void in the current surgical information infrastructure and providing the first process to capture and measure the surgical process -- evolving Big Data into Intelligent Digital Data.
Hospitals and surgeons can make data-driven decisions to improve business profitability and the quality of patient care. This innovative technology results in hospitals understanding costs and identifying areas of cost reductions, as well as results in increased accountability, analytics, improved efficiencies, and compliance with existing government regulations. ORHub has offices in Tempe, Arizona; Newport and Laguna Beach, California; Bellevue, Washington; and Jacksonville, Florida.
For more information, visit www.ORHub.com
To view a previously released Microsoft Case Study on HOI and ORHub visit:
Forward-Looking Statements: This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurances that its expectations will be attained. Such statements are inherently uncertain, and actual results and activities may differ materially from those estimated or projected. Certain factors that can affect the Company's ability to achieve its anticipated results include, among others, uncertainties inherent in the development of a new software product business.
Jason Brown, Shareholder Communications
Cathy Loos, Senior Media Relations Specialist