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TEL AVIV and NEWYORK, April 18, 2022 (GLOBE NEWSWIRE) -- 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 that it has entered into adefinitive agreement with a single healthcare-focused institutionalinvestor to purchase 5,000,000 ordinary shares (or ordinary sharesequivalents) in a private placement priced at-the-market under Nasdaqrules. The Company will also issue to the investor warrants topurchase up to an aggregate of 6,250,000 ordinary shares. The purchaseprice for one ordinary share and one warrant to purchase one ordinaryshare is $1.50. The warrants have an exercise price of $1.50 perordinary share, will be immediately exercisable, and will expire fiveyears from issuance.
A.G.P./Alliance Global Partners is acting as the sole placementagent for offering.
The gross proceeds from the private placement are expected tobe $7.5 million before deducting placement agent fees and otheroffering expenses. The Company intends to use the net proceeds fromthe offering for the repayment of existing debt and working capitalpurposes. The private placement is expected to close on or about April20, 2022, subject to the satisfaction of customary closing conditions.
The Company alsohas agreed that certain warrants to purchase an aggregate of 2,400,000ordinary shares of the Company that were issued to the investor inFebruary 2022 will be amended to have a reduced exercise price of$1.50 per ordinary share.
The offer and sale of the foregoing securities are being madein a transaction not involving a public offering and the securitieshave not been registered under the Securities Act of 1933, as amended(the "Securities Act"), or applicable state securities laws.Accordingly, the securities may not be offered or sold in the UnitedStates except pursuant to an effective registration statement or anapplicable exemption from the registration requirements of theSecurities Act and such applicable state securities laws. Under anagreement with the investors, the Company agreed to file aregistration statement with the Securities and Exchange Commission(the "SEC") covering the resale of the ordinary shares to beissued to the investors (including the ordinary shares issuable uponthe exercise of the warrants) no later than 30 days after the closingand to use commercially reasonable efforts to have the registrationstatement declared effective as promptly as practical thereafter, andin any event no later than 60 days in the event of a "fullreview" by the SEC.
This press release shall not constitute an offer to sell or asolicitation of an offer to buy these securities, nor shall there beany sale of these securities in any state or other jurisdiction inwhich such offer, solicitation or sale would be unlawful prior to theregistration or qualification under the securities laws of any suchstate or other jurisdiction.
About G Medical Innovations
G Medical InnovationsHoldings Ltd. is an early commercial stage healthcare company engagedin the development of next generation mHealth and telemedicinesolutions and monitoring service platforms.
The Company’ssolutions and services can empower consumers, patients, and providersto better monitor, manage and improve clinical and personal healthoutcomes, especially for those who suffer from cardiovascular disease(or CVD), pulmonary disease and diabetes. The Company’s currentproduct lines consist of its Prizma medical device (or Prizma), aclinical grade device that can transform almost any smartphone into amedical monitoring device enabling both healthcare providers andindividuals to monitor, manage and share a wide range of vital signsand biometric indicators; its Extended Holter Patch System, amulti-channel patient-worn biosensor that captures electrocardiography(or ECG) data continuously, including its QT Syndrome ProlongationDetection Capabilities Patch. In addition, the Company is developingits Wireless Vital Signs Monitoring System (or VSMS), which isexpected to provide full, continuous, and real time monitoring of awide range of vital signs and biometrics. Its monitoring servicesinclude provision of Independent Diagnostic Testing Facility (or IDTF)monitoring services and private monitoring services. Visit https://gmedinnovations.com/ .
Forward-LookingStatements
This press releasecontains forward-looking statements within the meaning of the “safeharbor” provisions of the Private Securities Litigation Reform Actof 1995 and other Federal securities laws. Words such as“expects,” “anticipates,” “intends,” “plans,”“believes,” “seeks,” “estimates” and similar expressionsor variations of such words are intended to identify forward-lookingstatements. For example, G Medical is using forward-looking statementswhen it discusses the closing of the private placement and theexpected use of proceeds. Because such statements deal with futureevents and are based on G Medical’s current expectations, they aresubject to various risks and uncertainties, and actual results,performance, or achievements of G Medical could differ materially fromthose described in or implied by the statements in this press release.The forward looking statements contained or implied in this pressrelease are subject to other risks and uncertainties, including thosediscussed under the heading “Risk Factors” in G Medical’sprospectus filed pursuant to Rule 424(b)(4), filed with the Securitiesand Exchange Commission (“SEC”) on June 28, 2021, and in anysubsequent filings with the SEC. Except as otherwise required by law,the companies undertakes no obligation to publicly release anyrevisions to these forward-looking statements to reflect events orcircumstances after the date hereof or to reflect the occurrence ofunanticipated events. References and links to websites have beenprovided as a convenience, and the information contained on suchwebsites is not incorporated by reference into this press release. GMedical and McDade Products are not responsible for the contents ofthird-party websites.
Contact Details
GMedical Innovations
Kobi Ben-Efraim, CFO
+9728-958-4777
CompanyWebsite
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