Danam Health, Inc. Announces Acquisition of Wood Sage, LLC

Tampa, FL, June 17, 2024 (GLOBE NEWSWIRE) — Danam Health, Inc. ( “Danam”) today announced that it completed its acquisition of Wood Sage, LLC (“Wood Sage”).

Acquisition of Wood Sage, LLC

Danam is excited to announce that today it has completed its definitive acquisition of Wood Sage. This acquisition formally brings Alliance Pharma Solutions, LLC (“APS”), including the DelivMeds tech & hub platform, and Community Specialty Pharmacy, LLC (“CSP”) into the Danam Health portfolio of solutions. DelivMeds and CSP are core to Danam’s business model and the synergistic value will drive competitive differentiation. The Wood Sage acquisition is critical to Danam’s major proof of concept initiative with a leading centralized specialty pharmacy that is transferring hundreds of transplant and HIV patients to Danam, utilizing its model of locally-owned independent pharmacies to care for these patients.

Termination of Merger Agreement

On Tuesday, June 11, 2024, Assure Holdings Corp. (“Assure”), unexpectedly and without any warning, provided Danam a notice of termination (the “Notice”) and subsequently issued a Form 8-K with the SEC on June 12, 2024 (the “8-K”) in which Assure purported to terminate the merger agreement between Danam and Assure that was previously executed on February 12, 2024 (the “Merger Agreement”). Assure’s stated reason for the termination was that “Danam induced [Assure] to sign the Merger Agreement on the basis of material misrepresentations of fact.” Danam adamantly disagrees with Assure’s assertions, believes that Assure had no legal right to terminate the Merger Agreement and further believes that Assure may have acted in bad faith when issuing both the Notice and the 8-K in violation of Assure’s obligations under the Merger Agreement. If true, this would be the second time Assure violated its obligations under the Merger Agreement. Previously, in April of 2024, Assure breached three covenants in the Merger Agreement, including but not limited to failing to use commercially reasonable efforts to do all things reasonably necessary to consummate the transactions contemplated in the Merger Agreement, resulting in a publicly disclosed settlement agreement between Danam and Assure in which Assure admitted to the breaches and issued Danam a $1 million promissory note (the “Promissory Note”).

Danam believes Assure’s allegations in the Notice and the 8-K to be categorically false, that Danam has acted in good faith to proceed with the completion of the transactions contemplated in the Merger Agreement, that Danam has complied with all of its obligations under the Merger Agreement, and that it is in fact Assure that has failed to meet its obligations under the Merger Agreement. While Danam is extremely disappointed with the result, Assure’s behavior leaves Danam no choice but to terminate the Merger Agreement. Furthermore, Danam is prepared to take any action necessary to protect its rights, including but not limited to accelerating the maturity date of the Promissory Note, seeking a $1 million break-up fee as contemplated in the Merger Agreement, exploring the possibility of a defamation claim against Assure due to Assure’s damaging comments in the 8-K, and any other remedies available to Danam pursuant to the Merger Agreement or in law.

Notwithstanding the foregoing, Danam is excited to pursue alternative avenues to access the capital markets in which Danam may obtain the capital needed to facilitate its exciting business ventures.

About Danam Health, Inc.

Founded in 2022, Danam Health, Inc. is a holding company for several strategic businesses centered around pharmaceuticals and healthcare services. As a micro health ecosystem, Danam’s portfolio of companies consists of a pharmacy and a technology division with a novel platform for hub and clinical services. Danam is focused on improving the lives of patients while delivering unique solutions for pharmacies, providers, pharmaceutical manufacturers, and payors. With the successful integration of its patient-centric approach and innovative healthcare applications, Danam intends to shift the dynamic of care to revolve around the patient for a wide range of therapeutic conditions.

Forward-Looking Statements

This press release includes certain statements that may be deemed to be “forward-looking statements” within the meaning of the federal securities laws. Statements regarding the acquisition, any potential disputes, and related matters, as well as all other statements other than statements of historical fact included in this press release, are forward-looking statements. In some cases, you can identify forward-looking statements by words such as: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, or the negative of these terms or other similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, Danam management. Actual results could differ materially from those contemplated by the forward-looking statements. Accordingly, readers should not place undue reliance on any forward-looking statements. All subsequent written or oral forward-looking statements attributable to Danam or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of Danam. Forward-looking statements speak only as of the date they are made. Danam undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as otherwise provided by law.

Corporate Contact:

Danam Health Communications
Phone: 844-203-6092
Email: investorrelations@danamhealth.com

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