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G Medical InnovationsHoldings Ltd. (NASDAQ:GMVD) (the "Company"), a telehealth,medical device, and remote patient monitoring company providingclinical-grade solutions for consumers, medical professionals, andhealthcare institutions, today announced it has entered into asecurities purchase agreement with a single institutional investor toissue, in a private placement, 2,400,000 ordinary shares (orpre-funded warrants in lieu thereof) and warrants to purchase up to anaggregate of 2,400,000 ordinary shares, at a purchase price of $5.00per ordinary share (or pre-funded warrant) and associated warrant, forexpected gross proceeds to the Company of approximately $12 million,before deducting placement agent fees and other offering expensespayable by the Company. The warrants will have an exercise price of$5.00 per ordinary share, will be exercisable immediately uponissuance, and will have a term of five years from the date ofissuance.
Theclosing of the private placement is expected to occur on or aboutFebruary 2, 2022 subject to the satisfaction of customary closingconditions. The Company intends to use the net proceeds from theprivate placement for partial repayment of existing debt and workingcapital purposes.
A.G.P./Alliance Global Partners is acting as the sole placementagent for the private placement. The offer and sale of the foregoingsecurities are being made in a transaction not involving a publicoffering and the securities have not been registered under theSecurities Act of 1933, as amended (the "Securities Act"), orapplicable state securities laws. Accordingly, the securities may notbe offered or sold in the United States except pursuant to aneffective registration statement or an applicable exemption from theregistration requirements of the Securities Act and such applicablestate securities laws. Under an agreement with the investors, theCompany agreed to file a registration statement with the Securitiesand Exchange Commission (the "SEC") covering the resale of theordinary shares to be issued to the investors (including the ordinaryshares issuable upon the exercise of the warrants) no later than 15days after the closing and to use commercially reasonable efforts tohave the registration statement declared effective as promptly aspractical thereafter, and in any event no later than 60 days in theevent of a "full review" by the SEC.
This press release shallnot constitute an offer to sell or a solicitation of an offer to buythese securities, nor shall there be any sale of these securities inany state or other jurisdiction in which such offer, solicitation orsale would be unlawful prior to the registration or qualificationunder the securities laws of any such state or otherjurisdiction.
About G Medical Innovations
G Medical Innovations Holdings Ltd. is anearly commercial stage healthcare company engaged in the developmentof next generation mHealth and telemedicine solutions and monitoringservice platforms. The Company’s solutions and services can empowerconsumers, patients, and providers to better monitor, manage andimprove clinical and personal health outcomes, especially for thosewho suffer from cardiovascular disease (or CVD), pulmonary disease anddiabetes. The Company’s current product lines consist of its Prizmamedical device (or Prizma), a clinical grade device that can transformalmost any smartphone into a medical monitoring device enabling bothhealthcare providers and individuals to monitor, manage and share awide range of vital signs and biometric indicators; its ExtendedHolter Patch System, a multi-channel patient-worn biosensor thatcaptures electrocardiography (or ECG) data continuously, including itsQT Syndrome Prolongation Detection Capabilities Patch. In addition,the Company is developing its Wireless Vital Signs Monitoring System(or VSMS), which is expected to provide full, continuous, and realtime monitoring of a wide range of vital signs and biometrics. Itsmonitoring services include provision of Independent DiagnosticTesting Facility (or IDTF) monitoring services and private monitoringservices. Visit https://gmedinnovations.com/ .
Forward-LookingStatements
This press release contains forward-looking statements withinthe meaning of the “safe harbor” provisions of the PrivateSecurities Litigation Reform Act of 1995 and other Federal securitieslaws. Words such as “expects,” “anticipates,” “intends,”“plans,” “believes,” “seeks,” “estimates” and similarexpressions or variations of such words are intended to identifyforward-looking statements. For example, G Medical is usingforward-looking statements when it discusses the closing of theprivate placement and the expected use of proceeds. Because suchstatements deal with future events and are based on G Medical’scurrent expectations, they are subject to various risks anduncertainties, and actual results, performance, or achievements of GMedical could differ materially from those described in or implied bythe statements in this press release. The forward looking statementscontained or implied in this press release are subject to other risksand uncertainties, including those discussed under the heading “RiskFactors” in G Medical’s prospectus filed pursuant to Rule424(b)(4), filed with the Securities and Exchange Commission(“SEC”) on June 28, 2021, and in any subsequent filings with theSEC. Except as otherwise required by law, the companies undertakes noobligation to publicly release any revisions to these forward-lookingstatements to reflect events or circumstances after the date hereof orto reflect the occurrence of unanticipated events. References andlinks to websites have been provided as a convenience, and theinformation contained on such websites is not incorporated byreference into this press release. G Medical and McDade Products arenot responsible for the contents of third-party websites.
INVESTOR RELATIONSCONTACT:
GMedical Innovations
Kobi Ben-Efraim, CFO
+972 8-958-4777
service@gmedinnovations.com
ContactDetails
Kobi Ben-Efraim, CFO
+972 8-958-4777
CompanyWebsite
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