Health Logic Interactive Inc. Announces Financing
CALGARY, AB, May 11, 2021 /CNW/ - Health Logic Interactive Inc. (TSXV: CHIP.H) (the "Company" or "Health Logic") is pleased to announce that it has received approval from the TSX Venture Exchange (the "TSXV") to close a non-brokered private placement offering (the "Offering") of common shares (the "Shares") for aggregate gross proceeds of $706,009.80. The Company expects closing to occur on or about May 14, 2021.
In consideration for introducing certain subscribers to the Offering, the Company has agreed to pay finder's fees (the "Finder's Fees") to certain eligible persons (each, a "Finder") comprised of (i) such number of non-transferable finder's warrants (each, a "Finder Warrants") as are equal to 8% of the Shares subscribed for by subscribers referred by the Finder and (ii) cash in an amount equal to 8% of the gross proceeds raised from subscribers referred by the Finder. Each Finder Warrant is exercisable, for a period of 12 months from the date of issue, to purchase an additional Share at a price equal to the greater of $0.15 and a 25% premium to the price of Shares offered in the next equity financing of the Company.
The net proceeds of the Offering are intended to be used as follows:
- Salaries/contractors/finders: $100,000
- Legal: $50,000
- Payables: $50,000
- Audit/Accounting: $25,000
- Development: $150,000
- Working Capital: $330,000
All securities issued in connection with the Offering will be subject to a four-month and one day hold period from their date of issue under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada. The Offering and the Finder's Fees payable with respect thereto are subject to approval of the TSXV.
Certain directors, officers and other Insiders of the Company ("Interested Parties") have agreed to purchase or acquire direction or control over a total of 133,333 Shares as part of the Offering. The participation of these persons constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Notwithstanding the foregoing, the directors of the Company have determined that the Interested Parties' participation in the Offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on the exemptions set forth in sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that neither the fair market value of the securities to be distributed in the Offering nor the consideration to be received for those securities, in so far as the Offering involves the Interested Parties, exceeds $2,500,000.
The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Health Logic Interactive Inc.
Health Logic Interactive, through its wholly owned operating subsidiary My Health Logic, is developing and commercializing consumer-focused hand-held, point-of-care diagnostic devices that connect to patients' smart phones and digital continued care platforms. The company plans to use its patent pending lab-on-chip technology to provide rapid results and facilitate the transfer of that data from the diagnostic device to the patients' smart phones. The company expects this data collection will allow it to better assess patient risk profiles and provide better patient outcomes. The company's mission is to empower people with the ability to get early detection anytime and anywhere with actionable digital management for chronic kidney disease.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.
This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward–looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the closing of the Offering and the use proceeds from the Offering.
These forward–looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things, the Company's ability to close the Offering for the amount stated or at all, and the Company's ability to use the proceeds of the Offering as intended. In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will be able to close the Offering for the amount stated and use the proceeds of the Offering as intended.
Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.
SOURCE Health Logic Interactive Inc.
Health Logic Interactive Inc., George Kovalyov, COO, Phone: 1-877-456-4424, Email: [email protected]
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