VPT:CC - Ventripoint Announces Closing of Second Tranche of Non-Brokered Convertible Debenture Private Placement and the Extension of the Offering
(TheNewswire)
Toronto, Ontario – TheNewswire - July 2, 2024 –Ventripoint Diagnostics Ltd. (“ Ventripoint ” or the“ Corporation ”, ( TSXV:VPT)further to Ventripoint’s press release dated May 13, 2024 announcingthe closing of the first tranche of the previously announcednon-brokered private placement (the “ Offering ”) ofunsecured debentures (“ Debentures ”) which raised gross proceeds of$941,000, Ventripoint is pleased to announce it has closed the secondtranche of the Offering with gross proceeds of $184,000.
In total, Ventripoint raised an aggregate of $1,125,000pursuant to both tranches of the Offering. Insiders and employees and close associates of theCorporation have subscribed for an aggregate $428,000 (38%) of thisaggregate principal amount of Debentures, including subscriptions foran aggregate of $367,000 of Debentures by officers and directors ofthe Corporation. Further to the press release of June 27, 2024, theExchange has accepted the Company’s request for an extension of theOffering until July 27, 2024.
The principal amount of each $1,000 of Debenture willbe convertible, at the option of the holder, into 4,000 common sharesof the Corporation (“ CommonShare ”) for an effective conversion price ofCDN$0.25 per Common Shar e (the “ Conversion Price” ),
The Debentures bear simple interest at an annual rateof ten per cent (10%), calculated on the principal amount, with anyaccrued but unpaid interest under the Debentures due and payablesemi-annually in arrears in either cash or at the option of theCorporation 40% cash and 60% Common Shares, with the number of CommonShares being determined by using the 20-day volume-weighted averageprice of the Common Shares on the TSX Venture Exchange(“ Exchange ”) on that date that is five (5) days prior to the lasttrading day of the applicable period.
The Debentures will convert automatically into CommonShares of the Corporation in the event the Corporations’ CommonShares closing price prior to October 20, 2026 exceeds $0.50 on theExchange for five (5) consecutive trading days based on volumeweighted average closing price (“ Automatic Conversion ”). In the event of Automatic Conversion, each Debentureholder will receive warrants (“ Warrants ”) to purchase that number of CommonShares as is equal to 50% of the shares issuable on conversion of theDebentures until October 20, 2026, at an exercise price of $0.70 pershare. In the event the Common Shares of the Corporation closingprice on the Exchange exceeds $1.00 for 5 consecutive trading days,based on volume weighted average price, the Corporation will have theright to accelerate the expiry of the Warrants to ten (10) days.
The Corporation will use the proceeds of the Offeringto fund operational costs related sales and marketing, additional keypersonnel, and for general working capital purposes.
All securities issued and issuable pursuant to theOffering will be subject to a hold period of four months plus one dayfrom the date of closing of the Offering. The Offering is subject toapproval by the Exchange.
Related Party Transactions
The Offering is a related party transaction within themeaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 Protection of MinoritySecurity Holders in Special Transactions (“MI-61-101”) as an Insider of the Corporation subscribed for anaggregate of $12,000 principal amount Debentures under the secondtranche of the Offering. The Corporation is relying on exemptions fromthe valuation and minority shareholder approval requirements of MI61-101 contained in sections 5.5(a) and (b) and 5.7(a) and (b) of MI61-101, as the Corporation is not listed on a specified market and thefair market value of the participation in the transactions by insidersdoes not exceed 25% of the market capitalization of the Corporation,as determined in accordance with MI 61-101 and the fair market valueof the transactions is not more than $2,500,000. The Corporation didnot file a material change report in respect of the related partytransaction at least 21 days before the closing of the Offering, whichthe Corporation deems reasonable in the circumstances in order tocomplete the transactions
The securities offered will not beregistered under the U.S. Securities Act of 1933, as amended, and maynot be offered or sold in the United States absent a registrationstatement or an applicable exemption from the registrationrequirements. The press release shall not constitute an offer to sellor the solicitation of an offer to buy nor shall there be any sale ofthe securities in any State in which such offer, solicitation or salewould be unlawful.
About Ventripoint DiagnosticsLtd.
Ventripoint has become anindustry leader in the application of AI (Artificial Intelligence) toechocardiography. Ventripoint's VMS products are powered by itsproprietary knowledge-based reconstruction technology, which is theresult of a decade of development and provides accurate volumetriccardiac measurements equivalent to MRI. This affordable, gold-standardalternative allows cardiologists greater confidence in the managementof their patients. Providing better care to patients serves as aspringboard and basic standard for all of Ventripoint's products thatguide our future developments. In addition, VMS+ is versatile and canbe used with all ultrasound systems from any vendor supported byregulatory market approvals in the U.S., Europe and Canada.
For further information, pleasecontact:
Jonathan Robinson
416-669-1001
Neither the TSX Venture Exchange norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this news release.
Forward Looking Statements
This news release contains forward-looking statementsand forward-looking information within the meaning of applicablesecurities laws. The use of any of the words "expect","anticipate", "continue", "estimate","objective", "ongoing", "may","will", "project", "should","believe", "plans", "intends'' and similarexpressions are intended to identify forward-looking information or statements. Theforward-looking statements and information are based on certain keyexpectations and assumptions made by the Corporation. Although theCorporation believes that the expectations and assumptions on whichsuch forward-looking statements and information are based arereasonable, undue reliance should not be placed on the forward-lookingstatements and information because the Corporation can give noassurance that they will prove to be correct.
Since forward-looking statements and informationaddress future events and conditions, by their very nature theyinvolve inherent risks and uncertainties. Actual results could differmaterially from those currently anticipated due to a number of factorsand risks. Factors which could materially affect such forward-lookinginformation are described in the risk factors in the Corporation'smost recent annual management's discussion and analysis that isavailable on the Corporation's profile on SEDAR+ at www.sedarplus.ca. Readersare cautioned that the foregoing list of factors is not exhaustive.The forward-looking statements included in this news release areexpressly qualified by this cautionary statement. The forward-lookingstatements and information contained in this news release are made asof the date hereof and the Corporation undertakes no obligation toupdate publicly or revise any forward-looking statements orinformation, whether as a result of new information, future events orotherwise, unless so required by applicable securities laws.
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