Health Logic Interactive Enters into Arrangement Agreement with Marizyme to Sell Wholly-Owned Operating Subsidiary
TSXV: CHIP.H
CALGARY, AB, Nov. 2, 2021 /CNW/ - Health Logic Interactive Inc. ("Health Logic" or the "Company") (TSXV: CHIP.H) (OTCPK: CHYPF) is pleased to announce that it has entered into a definitive arrangement agreement (the "Arrangement Agreement") pursuant to which it will sell its wholly-owned operating subsidiary, My Health Logic Inc. ("My Health Logic") to Marizyme, Inc. ("Marizyme"), a Nevada medical device company publicly-traded on the OTCQB (the "Transaction"). Under the terms of the Arrangement Agreement, Marizyme will receive all of the issued and outstanding shares of My Health Logic in exchange for 4,600,000 shares of common stock of Marizyme ("Marizyme Shares"). Upon completion of the Transaction, My Health Logic will be a wholly-owned subsidiary of Marizyme.
Marizyme has a robust IP portfolio for its medical device platform technologies. Its leading technology, DuraGraft®, is currently under pre-submission review with the United States Food and Drug Administration ("FDA"). DuraGraft® is approved in 34 countries and has already achieved initial commercial sales in Europe and Asia. Marizyme intends to pursue a listing on the NASDAQ Stock Market ("NASDAQ") within the next twelve months.
Upon completion of the Transaction, the Company will continue to trade as a public entity on the NEX Board of the TSXV ("NEX") and intends to pursue a financing to commence its search for new assets to develop and make an application to the TSXV for a reactivation to Tier 2 of the TSXV from the NEX. The reactivation will be subject to meeting all continued listing requirements of Tier 2 of the TSXV.
Quote from CEO, David Barthel:
"We are very excited to have entered into the Arrangement Agreement, which represents a significant milestone for the Company and brings us one step closer to the anticipated sale of My Health Logic. I am proud of all the work done by the Health Logic team to date, and I look forward to bringing you more updates on the Transaction soon."
Transaction Rationale
- The Transaction is expected to provide for the continued advancement and growth of My Health Logic in the medical device marketplace;
- My Health Logic will benefit from Marizyme's strong international presence, with products approved for sale in over 30 countries and a pathway to regulatory approval in the U.S.;
- The Transaction is anticipated to strengthen My Health Logic's developmental pipeline and diversify shareholder risk by advancing multiple product platforms; and
- Synergies are anticipated through the overlap of talent and the expected FDA submissions of MATLOC 1 and DuraGraft.
Terms of the Transaction
The Transaction will be effected by way of a plan of arrangement under the Business Corporations Act (British Columbia) (the "BCBCA"). Under the terms of the Arrangement Agreement, Marizyme will acquire all of the issued and outstanding shares in the capital of My Health Logic, being 100 issued common shares, and in exchange the Company will receive a total of 4,600,000 Marizyme Shares.
In connection with the plan of arrangement, Marizyme will issue 4,370,000 Marizyme Shares to the Company ("Initial Share Consideration"). Subsequently, Marizyme will issue 230,000 Marizyme Shares to the Company ("Holdback Share Consideration"). The Initial Share Consideration will immediately be distributed by the Company to the Company's shareholders, with each of the Company's shareholders (other than shareholders who have dissented pursuant to the provisions of the BCBCA) receiving such number of Marizyme Shares comprising the Initial Share Consideration in proportion to their pro rata share of total Company Shares issued and outstanding at such time. The Holdback Share Consideration will be administered and released to the Company in accordance with the terms of the Arrangement Agreement. Upon closing, My Health Logic will be a wholly-owned subsidiary of Marizyme.
The Arrangement Agreement provides that the Company is subject to non-solicitation provisions, but the Company may exercise its "fiduciary out" in respect of a superior proposal. If such an occasion occurs, the Arrangement Agreement provides that the Company will pay Marizyme $3,000,000 as liquidated damages and reimbursement of the expenses incurred by Marizyme in connection with the Transaction. In addition, two members of Health Logic will be appointed to the board of directors of Marizyme, to hold such position until the first annual general meeting of Marizyme that occurs following the closing of the Transaction. On closing of the transaction, David Barthel will be appointed Chief Executive Officer of Marizyme and will cease his position as Chief Executive Officer of the Company and Harrison Ross will become the interim CEO of Health Logic.
The Transaction is subject to, among other things, the approval of the Supreme Court of British Columbia, the approval of the NEX, and requires the approval of at least two-thirds of the votes cast by Company shareholders at the upcoming annual and special meeting of Company shareholders. Additional details of the Transaction will be provided to Company shareholders in an information circular expected to be mailed on November 16, 2021. It is currently anticipated that, subject to receipt of all regulatory, court, shareholder and other approvals, the Transaction will be completed by December 13, 2021.
The Transaction has been unanimously approved by the Board of Directors of the Company. The Board of Directors of the Company unanimously recommends that Company shareholders vote in favour of the resolution to approve the Transaction. The Board of Directors of the Company has obtained a fairness opinion from Evans & Evans, Inc. ("Evans & Evans") that states, subject to certain conditions, that the Transaction is fair, from a financial point of view, to the Company.
About the Company
Health Logic Interactive, through its wholly owned operating subsidiary My Health Logic, is developing and commercializing consumer focused handheld point-of-care diagnostic devices that connect to patient's smartphones and digital continued care platforms. The Company plans to use their patent pending lab-on-chip technology to provide rapid results and facilitate the transfer of that data from the
diagnostic device to the patient's smartphone. The Company expects this data collection will allow it to better assess patient risk profiles and provide better patient outcomes. Our mission is to empower people with the ability to get early detection anytime, anywhere with actionable digital management for chronic kidney disease. For more information visit us at: www.healthlogicinteractive.com
About Marizyme, Inc.
Marizyme is an integrated life sciences company dedicated to the acquisition, development and commercialization of therapies that minimize mortality and costs in the acute care space. Marizyme's flagship product, DuraGraft®, is an intra-operative vascular graft storage solution that inhibits endothelial damage and leads to improved clinical outcomes by reducing the incidence of complications associated with vein graft failure in bypass surgery. DuraGraft® enhances coronary artery bypass grafting (CABG) surgical outcomes by significantly reducing major adverse cardiac events such as repeat revascularization and myocardial infarction. DuraGraft® is approved for use in the EU and several Asian countries but is not yet approved for use in the U.S. Marizyme is also focused on the development and marketing of products based on its clinically tested and previously patented protease based therapeutic Krillase® platform. Krillase® is not yet approved for use.
Further information regarding Health Logic Interactive Inc. and its disclosure documents are available on SEDAR at www.sedar.com.
Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Notes
Certain statements contained in this press release constitute "forward-looking statements". All statements other than statements of historical fact contained in this press release, including, without limitation, those regarding the entering into of a definitive arrangement agreement for the Transaction and the terms thereof; the completion of the Transaction and its expected benefits; the anticipated development of My Health Logic's pipeline resulting from the Transaction; expectations for future advancement and growing capacity; the anticipated sale of My Health Logic; the anticipated timing for the annual and special meeting of the Company Shareholders and the closing of the Transaction; the anticipated consideration to be received by the Company Shareholders, the satisfaction of the closing conditions including: (i) the necessary court approval in connection with the Transaction and (ii) the Company Shareholder approval; certain termination rights available to the parties under the Arrangement Agreement; the financing to be provided by Marizyme; the listing of the Marizyme Shares on the NASDAQ; the financing to be pursued by the Company; the reactivation of the Company to the TSXV; the Company obtaining the necessary approvals from the NEX in connection with the Transaction; the potential pathway to regulatory approval for My Health Logic in the U.S.; the expected FDA submissions of both MATLOC 1 and DuraGraft; the potential synergies anticipated in connection with the Transaction; other closing conditions, including, without limitation, the operation and performance of the Company business in the ordinary course until the closing of the Transaction and compliance by the Company with various covenants contained in the Arrangement Agreement; and the Company's strategy, plans, objectives, goals and targets, and any statements preceded by, followed by or that include the words "believe", "expect", "aim", "intend", "plan", "continue", "will", "may", "would", "anticipate", "estimate", "forecast", "predict", "project", "seek", "should" or similar expressions or the negative thereof, are forward-looking statements. These statements are not historical facts but instead represent only the Company's expectations, estimates and projections regarding future events. These statements are not guarantees of future performance and involve assumptions, risks and uncertainties that are difficult to predict. Therefore, actual results may differ materially from what is expressed, implied or forecasted in such forward-looking statements. Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to the risk factors discussed in the Company's Management's Discussion and Analysis for the year ended December 31, 2020. Management provides forward-looking statements because it believes they provide useful information to investors when considering their investment objectives and cautions investors not to place undue reliance on forward-looking information. Consequently, all of the forward-looking statements made in this press release are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company. These forward-looking statements are made as of the date of this press release and the Company assumes no obligation to update or revise them to reflect subsequent information, events or circumstances or otherwise, except as required by law.
SOURCE Health Logic Interactive Inc.
contact George Kovalyov, Director, [email protected], 1-877-456-4424 CO: Health Logic Interactive Inc.
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