Vancouver, British Columbia–(Newsfile Corp. – September 24, 2021) – Kovo HealthTech Corporation (TSXV: KOVO) (“Kovo” or the “Company”) — a leader in Revenue Cycle Management (“RCM”) and healthcare technology — is pleased to announce that it has priced its previously announced brokered private placement (the “Offering”).
Under the terms of the Offering, the Company will issue up to 6,250,000 units of the Company (each, a “Unit”, and collectively the “Units”) at a price of C$0.40 per Unit (the “Offering Price”). Each Unit will consist of one Common Share (each, a “Common Share”, and collectively the “Common Shares”) and one Common Share purchase warrant (each whole warrant, a “Warrant” and collectively the “Warrants”). Each Warrant will entitle the holder thereof to acquire one Common Share at a price of C$0.70 per Common Share for a period of 24 months from the closing date of the Offering, subject to acceleration as described below.
Research Capital Corporation (the “Agent”) will act as Agent and sole bookrunner for the Offering. The Company has granted the Agent an option to increase the size of the Offering by up to 20%, exercisable in the discretion of the Agent, in whole or in part, at any time up to 48 hours prior to the final closing date of the Offering (the “Agent’s Option”). If the Agent’s Option is exercised in full, the Company will issue a total of 7,500,000 Units, for total gross proceeds of C$3,000,000.
Funding Future Acquisitions
The net proceeds of the Offering are expected to be used for working capital requirements and funding potential future acquisitions. The Company will pay a cash commission to the Agent equal to 7.5% of the aggregate gross proceeds of the Offering (reduced to 3.75% from the sale of Units to purchasers identified on the Company’s president’s list) and will issue broker warrants equal to 7.5% of the number of Units sold under the Offering (reduced to 3.75% from the sale of Units to purchasers identified on the Company’s president’s list), each exercisable to acquire one Common Share at the Offering Price for a period of 24 months from the closing date of the Offering. The Warrants will be subject to early expiration if, at any time prior to the expiry date of the Warrants, the volume weighted average trading price of the Common Shares on the TSX Venture Exchange (the “TSXV”), or other principal exchange on which the Common Shares are listed, is greater than C$1.00 for 10 consecutive trading days.
The Units will be offered and sold by private placement in Canada to “accredited investors” within the meaning of National Instrument 45-106 – Prospectus Exemptions and other exempt purchasers in each province of Canada, and may be sold outside of Canada on a basis which does not require the qualification or registration of any of the Common Shares or the Warrants comprising the Units in the subscriber’s jurisdiction. The Company may also concurrently offer and sell Units outside of Canada on a non-brokered, unregistered private placement basis to a limited number of “accredited investors” (as defined in Regulation D under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) in reliance on exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws or in other jurisdictions where permitted by law.
The securities issued in the Offering will be subject to applicable hold periods imposed under applicable securities legislation, including a hold period of four months and one day from the date of issuance.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release. Such securities have not been, and will not be, registered under the U.S. Securities Act, or any state securities laws, and, accordingly, may not be offered or sold within the United States, or to or for the account or benefit of persons in the United States or “U.S. Persons”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.
About Kovo HealthTech Corporation
Kovo is a leader in healthcare technology and Revenue Cycle Management software and services. Kovo creates, acquires and grows businesses to better the healthcare experience within the patient encounter continuum. To learn more about Kovo and to keep up-to-date on Kovo news, visit www.kovo.co.
Forward-Looking Information and Statements
This press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) concerning the Company and its subsidiaries within the meaning of applicable securities laws. Forward-looking information may relate to the future financial outlook and anticipated events or results of the Company and may include information regarding the Company’s financial position, business strategy, growth strategies, acquisition prospects and plans, addressable markets, budgets, operations, financial results, taxes, dividend policy, plans and objectives. Particularly, information regarding the Company’s expectations of future results, performance, achievements, prospects or opportunities or the markets in which the Company operates is forward-looking information. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects”, “budgets”, “scheduled”, “estimates”, “outlook”, “forecasts”, “projects”, “prospects”, “strategy”, “intends”, “anticipates”, “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, or “will” occur. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances. The forward-looking information contained herein may include, but is not limited to, information concerning the proposed completion of the Offering and the Company’s proposed use of the net proceeds of the Offering.
Many factors could cause the Company’s actual results, performance, or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking information, including, without limitation, those listed in the “Risk Factors” section of the final prospectus of the Company dated May 26, 2021. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance, or achievements could vary materially from those expressed or implied by the forward-looking statements contained in this press release.
Forward-looking information, by its nature, is based on the Company’s opinions, estimates and assumptions in light of management’s experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Company currently believes are appropriate and reasonable in the circumstances. Those factors should not be construed as exhaustive. Despite a careful process to prepare and review forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. These factors should be considered carefully, and readers should not place undue reliance on the forward-looking information. Although the Company bases its forward-looking information on assumptions that it believes were reasonable when made, which include, but are not limited to, assumptions with respect to the Company’s future growth potential, results of operations, future prospects and opportunities, execution of the Company’s business strategy, there being no material variations in the current tax and regulatory environments, future levels of indebtedness and current economic conditions remaining unchanged, the Company cautions readers that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which the Company operates may differ materially from the forward-looking statements contained in this press release. In addition, even if the Company’s results of operations, financial condition and liquidity, and the development of the industry in which it operates are consistent with the forward-looking information contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods. Although the Company has attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to the Company or that the Company presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information, which speaks only as of the date made (or as of the date they are otherwise stated to be made). Any forward-looking statement that is made in this press release speaks only as of the date of such statement.
Neither 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.
For more information:
Greg Noble, CEO
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