RE:VentriPoint Diagnostics Ltd. (VPTDF) Business Model Designed for Rich Recurring Revenue
Ventripoint arranges $500,000 private placement
2013-08-01 08:51 MT - News Release
Dr. George Adams reports
VENTRIPOINT ANNOUNCES $500,000 DEBENTURE UNIT PRIVATE PLACEMENT
Ventripoint Diagnostics Ltd. intends to complete a non-brokered private placement of up to $500,000 of debenture units of the corporation at a price of $1,000 per unit. The units will comprise $1,000 principal amount of convertible non-secured debentures, which shall mature three years from the date of issuance of the debentures, and 5,000 common share purchase warrants with an exercise price of 15 cents for a period of three years. Depending on market conditions, the corporation reserves the right to increase the maximum gross proceeds under the offering, subject to approval of the TSX Venture Exchange. The debentures shall bear a 12-per-cent annual simple interest calculated on the principal amount, with any accrued but unpaid interest under the debentures due and payable on the anniversary of the debenture in either cash or common shares (at the option of the corporation) with the number of common shares being determined by using the 10-day volume-weighted average price of the common shares on the exchange on that date that is five days prior to the anniversary date (subject to the approval of the exchange). The debentures may be converted by the holder at any time following the date of issuance at a price of 10 cents per share and the debentures may be repaid partially, or in full, by the corporation to any or all of the subscribers at any time without penalty.
The corporation intends to use the proceeds from the offering to incur expenditures for: product and service commercialization of the VMS; clinical validation of VMS functionality, including applications for additional diagnoses and heart diseases; and for general working capital purposes, and potentially to repay debt and outstanding payables.
The corporation may pay a commission or finder's fee of up to 7 per cent cash and agents' options equal to up to 7 per cent of the shares issuable upon exercise of the debentures. Each option will be exercisable at a price of 15 cents per common share for a period of 18 months from the date of issuance.
The offering is subject to the approval of the exchange. The securities will be subject to a four-month hold period, in accordance with applicable securities laws.
We seek Safe Harbor.