Health Logic Interactive Inc. Closes Financing and Previously Announced Shares for Debt Transactions
CALGARY, AB, May 17, 2021 /CNW/ - Health Logic Interactive Inc. (the "Company") (TSXV: CHIP.H) (OTCPK: CHYPF) (the "Company" or "Health Logic") is pleased to announce that, further to its news release dated May 11, 2021, it has completed its non-brokered private placement (the "Offering") to raise gross proceeds of $706,009.80 through the sale of 4,706,732 common shares ("Shares") at a price of $0.15 per Share.
The Company is also pleased to announce that it has closed has closed the last of its previously announced shares for debt transactions, pursuant to which the Company issued a total of 1,774,990 Shares at a deemed price of $0.12 in full and final settlement of accrued indebtedness in the amount of $212,998.80 as more particularly described below.
Private Placement of Shares
Finders' fees of $26,040.78 cash and 173,605 non-transferable finders' warrants (each, a "Finder's Warrant") were paid on a portion of the Offering. Each Finder's Warrant is exercisable for a period of one year to purchase one Share at a price per Share equal to the greater of $0.15 and a 25% premium to the share price of the next equity financing carried out by the Company. All securities issued are restricted from trading until September 15, 2021.
Insiders of the Company purchased a total of 266,666 Shares. The participation by Insiders in the Offering constitutes a "related party transaction" for the purposes of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying upon exemptions from the requirement to obtain a formal valuation and seek minority shareholder approval for the Offering on the basis that, at the time the Offering was agreed to, 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.
Additional information about the Offering, including how the Company expects to use the net proceeds of the Offering, are provided in the Company's news release dated May 11, 2021, which is available on the Company's SEDAR profile at www.sedar.com.
Shares for Debt Transactions
Upon receipt of final acceptance from the TSX Venture Exchange (the "Exchange"), certain directors, officers and insiders of the Company, and their respective affiliates (collectively, the "Insiders"), converted $138,882.72 of payables owing to those persons into Shares at a deemed price of $0.12 per share for an aggregate issuance of 1,157,356 Shares. Such amounts were owing to them for services rendered ($92,500 in aggregate) and for reimbursement of expenses incurred for the benefit of the Company ($46,383.28). As a result of this transaction: (i) 282,550 Shares (1.48% of the now outstanding Shares) were issued to an affiliate of Braeden Lichti, an insider of the Company; (ii) 353,728 Shares (1.85% of the now outstanding Shares) were issued to an affiliate of George Kovalyov, an officer of the Company; (iii) 238,948 Shares (1.25% of the now outstanding Shares) were issued to Harrison Ross, an officer of the Company; (iv) 177,964 Shares (0.93% of the now outstanding Shares) were issued to an affiliate of Graydon Bensler, a director of the Company; and (v) 104,166 Shares (0.55% of the now outstanding Shares) were issued to Zack Stadnyk, a director of the Company.
Certain vendors also agreed to convert $74,116 payables owing to those vendors into Shares at a deemed price of $0.12 per share for an aggregate issuance of 617,631 Shares. Such amounts were owing to them for services rendered ($60,000 in aggregate) and for reimbursement of expenses incurred for the benefits of the Company ($14,116).
The issuance of Shares to each Insider as described above is considered to be a "related party transaction" as defined under MI 61-101; however, the issuances are exempt from the minority approval and formal valuation requirements of MI 61-101 by virtue of the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in that the fair market value of the Shares issued to such Insiders did not exceed 25% of the Company's market capitalization at the time the transactions were agreed to.
Change of OTC Ticker Symbol
The Company is also pleased to announce that, effective today, it has changed its OTC trading symbol from "FNNGF" to "CHYPF".
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 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 intended use the proceeds of the Offering. In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that it will be commercially and economically viable for the Company to 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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