VPT:CC - Ventripoint Applies for Extension of Non-Brokered Convertible Debenture Private Placement
(TheNewswire)
Toronto, Ontario – TheNewswire - May 14, 2024 –Ventripoint Diagnostics Ltd. (“ Ventripoint ” or the“ Corporation ” ) , ( TSXV:VPT) announces that it will seek approval of TSX Venture Exchange(“ TSXV ” or the “ Exchange ”) to extend its previouslyannounced non-brokered private placement (“ Offering ”) ofunsecured convertible debentures (“ Debentures ”). (Seepress releases dated April 11, 2024 and May 13, 2024).
On May 10, 2024, Ventripoint issued an aggregate of$941,000 principal amount Debentures with an issue price of $1,000principal amount per Debenture pursuant to the Offering. The balanceof the Offering is expected to close on or before June 25,2024.
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.
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 anoffer to buy nor shall there be any sale of the securities in anyState in which such offer, solicitation or sale would beunlawful.
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 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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