OnPoint Medical Diagnostics becomes wholly-owned subsidiary of Vertical Health Solutions

Apr 18 2011

OnPoint Medical Diagnostics, Inc., a privately-held Minnesota corporation, and Vertical Health Solutions, Inc. (OTCQB: VHSLD), a Florida corporation, have completed a reverse merger.  Pursuant to the merger agreement, OnPoint has become a wholly-owned subsidiary of Vertical Health Solutions (VHS) and shall constitute the sole business and operations of VHS. The members of the board of directors and executive team of OnPoint will become the board of directors and executive team of VHS.

OnPoint is a development stage company commercializing MRI quality assurance testing software and technologies developed by Mayo Clinic and licensed to OnPoint. "We are delighted to complete this reverse merger," said William Cavanaugh, OnPoint's chief executive officer. "The going public transaction provides a strong financial foundation with potential enhanced access to capital.  We believe the public markets are the fastest path to securing this capital with the least amount of dilution to our existing shareholders, while providing enhanced liquidity to meet the unique needs of our individual investors."  

"We feel we are now well positioned to execute on our vision of delivering an enterprise quality assurance platform to the global healthcare industry," said Cavanaugh. "By leveraging artificial intelligence, cloud-based technologies and a Software-as-a-Service (SaaS) framework, we can provide the medical community access to our products on any computer or device with a web browser."

Under the terms of the merger agreement, each issued and outstanding share of OnPoint common stock will have the right to receive shares of VHS common stock at a ratio of 1:1, subject to certain limitations as set forth in the merger agreement. Upon the completion of the reverse merger, VHS will have 8,227,869 shares of common stock issued and outstanding, and the former stockholders of OnPoint will hold in the aggregate approximately 87 percent of the outstanding shares of VHS common stock.

As soon as reasonably possible, VHS intends to take the necessary steps and seek stockholder approval to (i) reincorporate the publicly-traded parent corporation in Minnesota, and (ii) change the name of the parent corporation to OnPoint Medical Diagnostics, Inc.  

The securities issued by VHS in the foregoing transaction have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold absent such registration or an applicable exemption therefrom. This press release shall not constitute an offer to sell securities and is not soliciting an offer to buy securities.

Further details regarding the terms of the merger agreement can be found in the company's Form 8-K filed with the Securities and Exchange Commission.