Waterloo, Ontario–(Newsfile Corp. – July 6, 2022) – Cloud DX Inc. (TSXV: CDX) (OTCQB: CDXFF) (“Cloud” or the “Corporation“), is pleased to announce that it has closed the previously announced non-brokered private placement (the “Private Placement“). Upon closing of the Private Placement, the Corporation issued 1,970 secured convertible debentures (the “Debentures“) of the Corporation at a price of $1,000 per Debentures, for gross proceeds of $1,970,000, an increase of $220,000 from the previous announcement (inclusive of $895,014.92 in gross proceeds received from the lenders under the Corporation’s secured loan announced April 26, 2022 (the “Loan“), representing the total amount of principal and accrued interest previously outstanding under the Loan).
The Debentures will mature on the date that is 12 months from the date of closing of the Private Placement (the “Maturity Date“) and shall bear interest at a simple rate of 18% per annum, payable upon the earlier of the conversion date or the Maturity Date. The principal amount of the Debentures is convertible, at the election of the holders, into common shares in the capital of the Company (“Common Shares“) at a conversion price of C$0.15 per Common Share (the “Conversion Price“) at any time prior to the Maturity Date. The Debentures are secured against the assets of the Corporation, pursuant to a general security agreement.
Insiders of the Corporation subscribed for $1,005,000 principal amount of Debentures under the Private Placement. As a result, the issuance of the Debentures to such insiders is considered to be a related party transaction subject to TSX Venture Exchange rules and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Corporation is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of MI 61-101, on the basis that participation in the Private Placement by insiders did not exceed 25% of the fair market value of the Corporation’s market capitalization (as calculated in accordance with MI 61-101).
The Corporation intends to use the net proceeds from the Private Placement for: (i) inventory and general working capital purposes; and (ii) the repayment of the outstanding principal and accrued interest of the Loan. In connection with the Private Placement, the Corporation paid finder’s fees in the amount of 138,333 non-transferable common share purchase warrants (“Broker Warrants“) and a cash fee of $20,750. Each Broker Warrant entitles the holder to acquire one Common Share at a purchase price of $0.15 for a period of two years from the date of issuance.
In accordance with applicable Canadian securities laws, all securities issued pursuant to the Private Placement will be subject to a four (4) month hold period. The Private Placement remains subject to final approval from the TSX Venture Exchange.
About Cloud DX
Accelerating virtual healthcare’s future, Cloud DX is making healthcare better for everyone. The Corporation’s Connected HealthTM remote patient monitoring platform is used by healthcare enterprises and care teams across North America to virtually manage chronic disease, enable ageing in place, and deliver hospital-quality post-surgical care at home. Providers partnering with Cloud DX achieve better healthcare and patient outcomes, reduce the need for hospitalization/rehospitalization, and reduce healthcare delivery costs through more efficient use of resources. Cloud DX is the co-winner of the Qualcomm Tricorder XPRIZE, a 2021 Edison Award winner, a Fast Company “World Changing Idea” finalist, and one of “Canada’s Ten Most Prominent Telehealth Providers.”
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SOURCE: Cloud DX Inc.
This news release contains forward-looking statements and information within the meaning of applicable securities legislation. Often, but not always, forward-looking statements and information can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements or information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements or information contained in this news release. In particular, this news release includes certain forward-looking statements concerning the Private Placement, including the use of the net proceeds, as well as management’s objectives, strategies, beliefs and intentions.
Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. In making the forward-looking statements in this news release, the Corporation has applied several material assumptions, including without limitation, information concerning the receipt of approval from the TSX Venture Exchange, the use of proceeds and the Corporation’s marketing and research and development strategies and the expected benefits thereof.
Although management of the Corporation 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.
The securities of the Corporation 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 absent registration or an available exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there by any sale of the securities referenced in this press release, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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.
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