← Back to AHCO filing summaryThis is the extracted source text from the SEC filing. Formatting may differ from the original document.
Except as set forth below, there have been no material changes to the Company's risk factors disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 24, 2026 and in our Quarterly Report on Form 10-Q for the three months ended March 31, 2026 filed with the SEC on May 5, 2026. Any of those factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.
The pending sale of our Diabetes Health business may not be completed on the anticipated timeline, or at all.
On July 19, 2026, we announced that we entered into an agreement to sell substantially all of the assets related to our Diabetes Health business (the “Divestiture”). We expect the closing of the Divestiture to occur in the first quarter of 2027, although there can be no assurances as to the timing of the closing or that the Divestiture will be completed at all. The completion of the Sale is subject to regulatory review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other customary closing conditions. Such conditions, some of which are beyond our control, may not be satisfied or waived in a timely manner, or at all. Any failure to complete the Divestiture could result in, among things, failure to achieve the full strategic and financial anticipated benefits of the Divestiture and an adverse impact to the market price of our common stock to the extent that the current market price reflects an assumption that the Divestiture will be completed. In addition, we have expended and will continue to expend significant management time and resources and have incurred and will continue to incur significant expenses due to advisory fees related to the sale.
If the pending sale of our Diabetes Health business is completed, we may not achieve the anticipated benefits of the transaction, and the completion of the Divestiture may expose us to new risks.
Even if the Divestiture is completed, we may be unable to achieve the full strategic and financial anticipated benefits of the Divestiture, including the expected use of net proceeds to pay down debt and the deployment of capital toward higher growth and higher margin businesses in our core businesses. We may not achieve these or other anticipated benefits for a variety of reasons, including among other things, the possibility that we receive less net proceeds than we expect, that we may not benefit as expected from the increased focus on our core businesses, and costs and expenses that may be incurred in connection with the sale process. Failure to achieve some or all of the anticipated benefits of the Divestiture, or the delay of achievement of such benefits, could adversely affect our business, financial condition, or results of operations.
In addition, following the expected closing of the Divestiture, and subject to the limitations set forth in the transaction agreement, we agreed to indemnify the buyer for, among other things, breaches of representations, warranties, covenants and agreements and excluded assets and excluded liabilities, and a portion of the purchase price will be escrowed at closing to secure such indemnification obligations. We also expect to have continuing obligations pursuant to the transition services agreement to be entered into between the Company and the buyer at closing. These ongoing commitments may
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reduce our ability to fully realize cost savings and efficiency initiatives that we would otherwise be able to implement following the closing of the Divestiture.