VPTDF - Ventripoint Announces Complete Conversion of Secured Convertible Debentures Exercise of Warrants and Accelerated Expiry Date of Warrants
(TheNewswire)
Clean Balance Sheetand Two Years of Cash
Toronto, Ontario - The Newswire -February 3, 2021 - Ventripoint Diagnostics Ltd.(" Ventripoint " or the " Company "), (TSXV:VPT ) ( OTC:VPTDF) announces that allsecured convertible debentures of the Company have been converted tocommon shares. This is an aggregated principle amount of $2,781,000,which was issued in three tranches on January 25, 2019 (and replacedin February 6, 2020), February 6, 2020 and Sept 11, 2020. Accordingly,the Company no longer has any constraining secured debt and is to bereleased from the general security agreement (GSA) as well as allrestrictive covenants of the secured convertible debentures.
In addition, approximately 18.6 million of the Warrantsissued along with the convertible debentures ( “warrants”) inthese three tranches have been exercised for total proceeds of$1,770,320 to date. There are approximately 6 million of theseWarrants outstanding and are subject to an accelerated expiry date(see below).
A further 3,247,132 warrants issued on October 2, 2019and repriced to $0.115 (see NR October 9, 2020) have been exercisedfor gross proceeds of $373,420 to date. There are now 1.4 million ofthese warrants outstanding and they expire October 2, 2022.
“It is great to be able to report the balance sheethas no debt and at present, we have enough cash on hand to supportoperations for the next two years and this will be augmented bygrowing revenues - a great place to be for any med-tech company”stated, Dr. George Adams, Executive-Chairman.
Warrant Expiry Date AccelerationNotice
The automatic 30-day accelerated expiry clause has beentriggered in respect of re-priced common share purchase Warrantsissued February 6, 2020, September 11, 2020, and including Warrantsoriginally issued January 25, 2019, re-priced and extended on February6, 2020. The Warrants are exercisable at $0.10 per share until March5, 2020 at 4:30 pm Toronto time. After this time, any Warrants remaining unexercised will be cancelled and willthereafter be of no force or effect.
“Everyone in the Company would like to thank theinvestors who subscribed to the financings and allowed the Company tocontinue its mission to change cardiac diagnosis and careworldwide,” stated Dr. George Adams, Executive-Chairman. “We areglad the true merits of the Company are being recognized and ourinvestors are benefiting.”
As a result of the recent increase in the trading priceof Ventripoint shares, the share price has been at or above a 25%premium to the Warrant exercise price for 10 consecutive trading days.TSXV Policy 4.1, section 3.3, provides that where outstanding warrants are re-priced and the new exerciseprice of the warrants is below the Market Price as at the PriceReservation Date for the originating private placement, the terms ofthe warrants must also be amended to include an accelerated expiryclause such that the exercise period of the warrants will be reducedto 30 days if, for any ten consecutive trading days during theunexpired terms of the warrants (the " Premium Trading Days ") the closing price of the Company's shares exceeds theexercise price of the warrants by 25% or more (if the exercise priceis $0.50 or less) with the reduced exercise period of 30 daysbeginning no more than 7 calendar days after the tenth Premium TradingDay.
Warrant holders or their representatives (brokers) willbe contacted with instructions to exercise the Warrants. If all theremaining Warrants are exercised the proceeds to the Company would be$600,280. If all the remaining warrants from October 2, 2019 wereexercised the proceeds to the Company would be approximately$148,000.
The Company currently has approximately 125 millionshares issued and outstanding.
In other news, the Company has received permission fromthe TSXV Exchange to issue the 666,666 shares for services which waspreviously announced on January 18, 2021 and they have beenissued.
About Ventripoint DiagnosticsLtd.
Ventripoint has become anindustry leader in the application of AI (Artificial Intelligence) toechocardiography. Ventripoint's VMS products are powered by itsproprietary KBR technology, which is the result of a decade ofdevelopment and provides accurate volumetric cardiac measurementsequivalent to MRI. This affordable, gold-standard alternative allowscardiologists greater confidence in the management of their patients.Providing better care to patients serves as a springboard and basicstandard for all of Ventripoint's products that guide our futuredevelopments. In addition, VMS+ is versatile and can be used with allultrasound systems from any vendor supported by regulatory marketapprovals in the U.S., Europe and Canada.
For further information, pleasecontact:
Dr. George Adams
519-803-6937
Neither the TSX Venture Exchange nor its RegulationServices Provider (as that term is defined in the policies of the TSXVenture Exchange) accepts responsibility for the adequacy or accuracyof 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 orstatements. The forward-looking statements and information are basedon certain key expectations and assumptions made by the Company.Although the Company believes that the expectations and assumptions onwhich such forward-looking statements and information are based arereasonable, undue reliance should not be placed on the forward-lookingstatements and information because the Company can give no assurancethat 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 Company's mostrecent annual management's discussion and analysis that is availableon the Company's profile on SEDAR at www.sedar.com. Readers arecautioned that the foregoing list of factors is not exhaustive. Theforward-looking statements included in this news release are expresslyqualified by this cautionary statement. The forward-looking statementsand information contained in this news release are made as of the datehereof and the Company undertakes no obligation to update publicly orrevise any forward-looking statements or information, whether as aresult of new information, future events or otherwise, unless sorequired by applicable securities laws.
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