NOTE 16 – SUBSEQUENT EVENTS

On August 4, 2022, the Company announced that it acquired Maestro, a leading TPA servicing over 80 self-insured employers, based in Chicago, Illinois.

Under the terms of the agreement, the purchase price of $22.1 million will be payable in cash on April 1, 2024. However, subject to the Company meeting its obligations under the agreement, this payment may be financed over four years by the seller with minimum annual cash payments, reflecting a 10% per annum cost of capital, of $5 million, $6 million, $8 million and $9 million which will be payable on December 31, 2024, 2025, 2026 and 2027, respectively. In addition, the Company has agreed that a minimum of 35% of the net proceeds of any equity offering will be used to pre-pay its minimum payment obligations. Such payments will offset the minimum payments described above.

In addition, the parties have also agreed that Maestro’s free cash position at closing will be $15.79 million and have also agreed that Maestro will have certain minimum working capital amount at the closing.

The transaction is expected to close in September 2022 subject to certain regulatory and customary closing conditions.

On July 12, 2022, Continental Benefits name was changed to Marpai Administrators LLC to align with the branding of the Company.