Annual report pursuant to Section 13 and 15(d)

Subsequent Event

Subsequent Event
12 Months Ended
Dec. 31, 2016
Subsequent Events [Abstract]  
Subsequent Event



Strategic Initiatives


In August 2016, management initiated a process to explore and evaluate a wide range of strategic initiatives and alternatives to further enhance stockholder value. These include the possible sale of core assets of the Company as well as a range of potential acquisitions. We engaged Bourne Partners, a boutique investment bank focused on the consumer health and pharmaceutical industries, to assist in our strategic review. This process has been approved by the Board of Directors.


On January 9, 2017, we announced that we had signed an asset purchase agreement, pursuant to which we have agreed to sell our Cold-EEZE® Division to Mylan for $50 million before taking into account taxes, transaction costs and related deal expenses, restructuring costs and post-closing escrow requirements. We will retain ownership of our manufacturing facility and manufacturing business in Lebanon, Pennsylvania, and our headquarters in Doylestown, Pennsylvania, and our assets related to our ORXx and TK Supplements® brands, product lines and operations. As part of the transaction, PMI will enter into a manufacturing and supply agreement with Mylan pursuant to which Mylan will purchase the current inventory of the Cold-EEZE® Division and PMI will manufacture certain of the Cold-EEZE® products for Mylan.


The closing of the proposed sale, which is currently expected to occur in late March or April of 2017, is subject to the approval of the stockholders of the Company and other customary closing conditions. In connection with the execution of the asset purchase agreement, our executive officers and directors executed voting agreements. The voting agreements provide, among other things, for our executive officers and directors to vote all of the shares owned by them in favor of the proposed sale. The shares subject to the voting agreements represent approximately 24.1% of the outstanding common stock of the Company.


Since the proposed sale has not been approved by our stockholders and is subject to other conditions to be completed by Mylan and the Company prior closing, the Cold-EEZE® Division does not meet the criterion for classification of an asset held for sale or as discontinued operations. As there can be no assurance that this proposed sale or any strategic initiative will be consummated, we intend to operate our business as discussed throughout these financial statements.