Mr. Jonathan Robinson reports
VENTRIPOINT ANNOUNCES EXTENSION OF NON-BROKERED CONVERTIBLE DEBENTURE PRIVATE PLACEMENT
Ventripoint Diagnostics Ltd.
will seek approval of TSX Venture Exchange to extend its previously announced non-brokered private placement of unsecured convertible debentures (see press releases dated April 11, 2024, and May 13, 2024, and May 14, 2024).
On May 10, 2024, Ventripoint issued an aggregate of $941,000 principal amount debentures with an issue price of $1,000 principal amount per debenture pursuant to the offering. The company will be doing a second closing on June 28, 2024 (tomorrow), with additional investment from insiders and close associates of the company, as well as accredited investors. The balance of the offering is expected to close on or before July 26, 2024.
The principal amount of each $1,000 of debenture will be convertible, at the option of the holder, into 4,000 common shares of the corporation for an effective conversion price of 25 cents per common share
(the conversion price),
the debentures bear simple interest at an annual rate of 10 per cent, calculated on the principal amount, with any accrued but unpaid interest under the debentures due and payable semi-annually in arrears in either cash or at the option of the corporation 40 per cent cash and 60 per cent common shares, with the number of common shares being determined by using the 20-day volume-weighted average price of the common shares on the TSX Venture Exchange on that date that is five days prior to the last trading day of the applicable period.
The debentures will convert automatically into common shares of the corporation in the event the corporations' common shares closing price prior to Oct. 20, 2026, exceeds 50 cents on the exchange for five consecutive trading days based on volume weighted average closing price (automatic conversion). In the event of automatic conversion, each debenture holder will receive warrants to purchase that number of common shares as is equal to 50 per cent of the shares issuable on conversion of the debentures until Oct. 20, 2026, at an exercise price of 70 cents per share. In the event the common shares of the corporation closing price on the exchange exceeds $1.00 for five consecutive trading days, based on volume weighted average price, the corporation will have the right to accelerate the expiry of the warrants to 10 days.
The corporation will use the proceeds of the offering to finance operational costs related sales and marketing, additional key personnel and for general working capital purposes.
All securities issued and issuable pursuant to the offering will be subject to a hold period of four months plus one day from the date of closing of the offering. The offering is subject to approval by the exchange.
About Ventripoint Diagnostics Ltd.
Ventripoint
has become an industry leader in the application of AI (artificial intelligence) to echocardiography. Ventripoint's VMS products are powered by its proprietary knowledge-based reconstruction technology, which is the result of a decade of development and provides accurate volumetric cardiac measurements equivalent to MRI. This affordable, gold-standard alternative allows cardiologists greater confidence in the management of their patients. Providing better care to patients serves as a springboard and basic standard for all of Ventripoint's products that guide the company's future developments. In addition, VMS+ is versatile and can be used with all ultrasound systems from any vendor supported by regulatory market approvals in the United States, Europe and Canada.
We seek Safe Harbor.
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