VPT:CC - Ventripoint Announces Non-Brokered Convertible Debenture Private Placement
(TheNewswire)
Toronto, Ontario – TheNewswire - April 11, 2024 –Ventripoint Diagnostics Ltd. (“ Ventripoint ” or the“ Corporation ” ) , ( TSXV:VPT) announces that it intends to complete, subject to TSXVVenture Exchange (the “ Exchange ”) acceptance, a non-brokeredprivate placement of up to CDN$3,000,000 (the “ Offering ”) ofunsecured convertible debentures (“ Debentures ”).Depending on market conditions, the Corporation may increase the sizeof the Offering, subject to approval of the Exchange.
Each Debenture will have an issue price of CDN $1,000and will mature three (3) years from date of issuance.
The principal amount of each Debenture will beconvertible, at the option of the holder, into 4,000 common shares ofthe Corporation (“ CommonShare ”) for an effective exercise price ofCDN$0.25 per Common Shar e (the “ Conversion Price” ),
The Debentures will bear simple interest at an annualrate of ten per cent (10%), calculated on the principal amount, withany accrued 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 Exchange on that date that is fivedays prior to the last trading 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 100% of theConversion Price on the Exchange for 5 consecutive trading days basedon volume weighted 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 may pay cash finder’s fee of up to 4%of the gross proceeds of the Offering. Finders may also receive commonshare purchase warrants (“ Finder’s Warrants ”) equal to up to 4% ofthe aggregate subscription amount in relation to subscribersintroduced by the finder, each Finder’s Warrant will be exercisableinto one Common Share at an exercise price of CDN$0.25 per CommonShare for a period of 18 months.
The Corporation will use the proceeds of the Offeringto fund operational costs related sales and marketing, additional keypersonnel, and general working capital purposes.
All securities issued and issuable pursuant to theOffering will be subject to a hold period offour months plus one day from the date of closing of the Offering. TheOffering is subject to approval by the Exchange.
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 orstatements. The forward-looking statements and information are basedon certain key expectations and assumptions made by the Corporation.Although the Corporation believes that the expectations andassumptions on which such forward-looking statements and informationare based are reasonable, undue reliance should not be placed on theforward-looking statements and information because the Corporation cangive no assurance 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 is available on the Corporation's profile onSEDAR+ 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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