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EX-99.1 - EXHIBIT 99.1 - MergeWorthRx Corp.v390244_ex99-1.htm










Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): October 14, 2014



(Exact name of registrant as specified in its charter)


Delaware   001-35984   46-1970047
(State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)


3123 McDonald Street, Miami, Florida   33133
(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code: (305) 785-3900


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


xSoliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)


¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 8.01Other Events.


On October 15, 2014, MergeWorthRx Corp. (the “Company”) issued a press release announcing the execution of an Agreement and Plan of Merger and Reorganization, dated October 14, 2014 (the “Merger Agreement”), among the Company, Anvil Merger Sub, Inc., a wholly-owned subsidiary of the Company, AeroCare Holdings, Inc. (“AeroCare”), and FFC Aerocare SR, LLC, relating to the Company’s proposed merger with AeroCare (the “Business Combination”). The press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.


Additional Information About the Transaction and Where to Find It


The Company intends to file with the U.S. Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4, which will include a preliminary proxy statement/prospectus of the Company in connection with the Business Combination and will mail a definitive proxy statement/prospectus and other relevant documents to its stockholders. The Company’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with the Company’s solicitation of proxies for its stockholders’ meeting to be held to approve the Business Combination because the proxy statement/prospectus will contain important information about AeroCare, the Company and the Business Combination. The definitive proxy statement/prospectus will be mailed to stockholders of the Company as of a record date to be established for voting on the Business Combination. Stockholders will also be able to obtain copies of the Registration Statement on Form S-4 and the proxy statement/prospectus, without charge, once available, at the SEC’s internet site at or by directing a request to: MergeWorthRx Corp., 3123 McDonald Street, Miami, Florida, 33133. Attn.: Stephen B. Cichy, President, Chief Operating Officer and Secretary.


Participants in Solicitation


The Company and its directors and officers may be deemed participants in the solicitation of proxies to the Company’s stockholders with respect to the transaction. A list of the names of those directors and officers and a description of their interests in the Company is contained in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2013, which was filed with the SEC, and will also be contained in the Registration Statement on Form S-4 and will be included in the definitive proxy statement/prospectus for the Business Combination when available.


Item 9.01.Financial Statements and Exhibits.




99.1   Press Release, dated October 15, 2014






Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.





Date: October 15, 2014   By: /s/ Anthony Minnuto  

Name: Anthony Minnuto

Title: Executive Chairman






99.1   Press Release, dated October 15, 2014