RE:RE:Now Trading in Frankfurt
Revive Therapeutics to acquire Greeninsightz
2019-11-12 10:08 ET - News Release
Mr. Craig Leon reports
REVIVE THERAPEUTICS ANNOUNCES NON-BINDING LETTER OF INTENT TO ACQUIRE GREENINSIGHTZ LIMITED AND BROKERED PRIVATE PLACEMENT
Revive Therapeutics Ltd. has signed a non-binding letter of intent (LOI) to acquire Greeninsightz Ltd., an artificial intelligence data software company focused on the cannabis sector, by amalgamation or other form of business combination (the "Transaction").
GreenInsightz uses patented technology to look at data sets from leading social media, blogs, and other forums to help target patients and recreational users. The technology helps identify strain protocols preferred, and allows more effective marketing for the cannabis or clinic provider.
For purposes of the Transaction, the deemed value of the issued and outstanding shares of Revive (on a fully diluted basis) at the time of closing of the Transaction, shall be approximately $4,531,700, and the deemed value of the issued and outstanding shares of Greeninsightz (on a fully diluted basis) at the time of closing of the Transaction, shall be approximately $3,120,000, plus the gross proceeds of the Offering. Consummation of the Transaction is subject to a number of conditions, including, entering into a mutually agreed definitive agreement, completion of due diligence, completion of at least $300,000 pursuant to the Offering, and applicable director, shareholder, regulatory and stock exchange approvals. There is no assurance that the Transaction will be consummated on the terms outlined above or at all.
Revive has engaged Hampton Securities Limited (the "Lead Agent"), as sole lead agent, in connection with a private placement offering, on a "commercially reasonable efforts" basis, of up to 40,000,000 subscription receipts of the Company (the "Subscription Receipts") at a price of $0.05 per Subscription Receipt for gross proceeds of up to $2,000,000 (the "Offering").
The Company has also granted to the Lead Agent an option (the "Over-Allotment Option"), exercisable at its sole discretion at any time, in whole or in part, for a period of 30 days after the Closing Date (as defined below), to arrange for the sale of up to an additional 15% of the aggregate number of Subscription Receipts sold under the Offering.
The Company has agreed to pay the Lead Agent a cash commission equal to 8% of the gross proceeds of the Offering and, on the Closing Date, to issue the Lead Agent such number of broker warrants (the "Compensation Warrants") as is equal to 8% of the number of Subscription Receipts issued pursuant to the Offering. Each Compensation Warrant will be exercisable to acquire one Share and ?one Warrant (each, a "Broker Warrant") for a period of 24 months from the Closing Date at an exercise price of $0.05 per Compensation Warrant. Each Broker Warrant will be exercisable to acquire one Share at a price of $0.075 per Share for a period of 60 months from the Closing Date. In addition, the Company has also agreed to pay the Lead Agent (i) for its expenses in connection with the Offering on or before the Closing Date, and (ii) a success fee of $20,000 payable in cash on the Closing Date if a minimum of $300,000 is subscribed for under the Offering.
Upon satisfaction of certain escrow release conditions (as described below), each Subscription Receipt will automatically convert, without any additional consideration or action by the holder of such Subscription Receipt, into one unit (each, a "Unit") consisting of one common share in the capital of the Company (each, a "Share") and one common share purchase warrant in the capital of the Company (each, a "Warrant"). Each Warrant will be exercisable to acquire one Share at a price of $0.075 per Share, subject to adjustment in certain events, for a period of 60 months from the Closing Date.
The gross proceeds from the Offering (the "Escrowed Funds") will be held in escrow pending satisfaction of the ?escrow release conditions, including (i) written confirmation from the Company and Greeninsightz that all conditions precedent to the completion of the Transaction have been fulfilled, (ii) the Shares, including the Shares issuable upon exercise of the Warrants and the Broker Warrants (as defined below) and issuable pursuant to the Transaction, being approved for listing on the ?Canadian Securities Exchange, (iii) the receipt of all regulatory, shareholder and ?third-party approvals, if any, required in connection with the Offering and the Transaction, and (iv) the Company ?shall not be in breach or default of any of its covenants or obligations under the agency agreement to be entered into with the Lead Agent in connection ?with the Offering (the "Escrow Release Conditions"). ?
Upon satisfaction of the Escrow Release Conditions, the Lead Agent's commission, and any unpaid expenses of the Lead Agent, will be released to the Lead Agent and the remaining Escrowed Funds will be released to the Company.
If the Escrow Release Conditions do not occur on or before 5:00 p.m. (Toronto time) on December 31, 2019 (the "Expiry Time"), all Subscription Receipts will be automatically cancelled and be null and void, and the holders thereof will receive a cash payment equal to the full amount of their subscriptions without deduction.
The net proceeds raised under the Offering will be used for costs of the Transaction and general working capital purposes of Revive post-closing.
The closing date of the offering is expected to occur on or about December 1, 2019 (the "Closing Date"), and is subject to receipt of all necessary regulatory and stock exchange approvals. All securities issued pursuant to the Offering are subject to a statutory hold period of four ?months and one day.
In addition, in connection with the foregoing the Company also announces the expiry and termination of the non-binding letter of intent with Herman Holdings Limited announced by the Company on October 17, 2019.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.