The Unit Debenture holders shall receive a pro rata 20% first charge on gross revenues (net of any third party billings, such as shipping or taxes) (the "Revenue Payments") at the end of each calendar quarter from sales of VMS machines until the Unit Debentures are retired. The Revenue Payments shall not invoke the Additional Interest Payment and will be deducted from the principal paid upon the maturity date of the Unit Debentures.
The Unit Debentures are secured by a general security agreement against substantially all of the assets of the Company's wholly-owned subsidiary, Ventripoint, Inc., including its intellectual property, as a first charge. All Unit Debentures rank equally with one another.
The Company intends to use the proceeds from the Unit Private Placement for: (i) product and service commercialization of the VMS machines; (ii) clinical validation of VMS functionality, including applications for additional diagnoses and heart diseases; and (iii) for general working capital purposes and to repay debt and outstanding payables.
The Unit Private Placement is subject to the final approval of the Exchange. The securities issued pursuant to the Unit Private Placement are subject to a four-month hold period in accordance with applicable securities laws.
Share for Debt
The Company also announces it has received approval from the Exchange and has issued 694,425 Common Shares at a deemed price of $0.099 per Common Share in payment of $68,748.09 of accrued interest owing to a holder of a debenture of the Company. The 694,425 Common Shares have a hold period of four months from the date of issuance in accordance with applicable securities legislation.
About Ventripoint Diagnostics Ltd.
Ventripoint has created a diagnostic ultrasound tool to monitor patients with heart disease, a leading cause of death in developed countries. Management believes that VMS is the first cost-effective and accurate diagnostic tool for measuring right ventricle heart function. Congenital heart disease in children and adults and Pulmonary Arterial Hypertension are the first applications in a suite of applications for all major heart diseases including cardiovascular disease and heart failure - a multi-billion dollar market potential. Canada and Europe (CE Mark) have granted approval for the sale of its VMS tool and the Company is pursuing the US-FDA marketing clearance through the 510(k) process.
FORWARD-LOOKING STATEMENTS: This news release may contain certain forward-looking information and statements, including without limitation, statements pertaining to the closing of the private placements including the Company's ability to obtain necessary approvals from the TSX Venture Exchange. All statements, other than statements of historical facts, which address Ventripoint's expectations, should be considered forward-looking statements. Such statements are based on management's exercise of business judgment as well as assumptions made by and information currently available to management. When used in this document, the words "may", "will", "anticipate", "believe", "estimate", "expect", "intend" and words of similar import, are intended to identify any forward-looking statements. You should not place undue reliance on these forward-looking statements. These statements reflect a current view of future events and are subject to certain risks and uncertainties as contained in the Company's filings with Canadian securities regulatory authorities. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those anticipated in these forward-looking statements. A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in Ventripoint's disclosure documents on the SEDAR website at www.sedar.com. The Company undertakes no obligation, and does not intend, to update, revise or otherwise publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence of any unanticipated events. Although management believes that expectations are based on reasonable assumptions, no assurance can be given that these expectations will materialize.
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
VentriPoint Diagnostics Ltd.
Dr. George Adams
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