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news.Winston Laboratories, a developer of pain management products, and Getting Ready, a publicly-traded company with no active operations, have completed a merger, pursuant to a merger agreement providing for the merger of Winston with and into Winston Acquisition, a wholly-owned subsidiary of GTRY.
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Winston will continue as the surviving entity in the merger and as a wholly-owned subsidiary of Getting Ready (GTRY). In connection with the consummation of the merger, GTRY expects to change its name from ‘Getting Ready’ to ‘Winston Pharmaceuticals, Inc’.
Under the terms of the merger agreement, at the closing of the merger, each common share of Winston issued and outstanding was converted into and exchanged for the right to receive approximately 17.65 shares of common stock of GTRY, and each share of preferred stock of Winston was converted into and exchanged for the right to receive approximately 0.01751 shares of preferred stock of GTRY, each such share being convertible into 1,000 shares of GTRY common stock.
As a result of the merger, GTRY’s stockholders own approximately 2.56% of the combined company on a fully diluted basis, the stockholders and option holders of Winston, excluding the new investors, own approximately 63% of the combined company on a fully diluted basis, the new investors own convertible preferred stock representing approximately 24.44% of the combined company on a fully diluted basis.
The board of directors of GTRY initially will consist of four directors to be appointed by Winston and three directors to be appointed by GTRY. Joel Bernstein, currently the CEO and principal shareholder of Winston, will serve as CEO of the combined company and as its chairman of the board. The company is now headquartered in Vernon Hills, Illinois.