$3 M Brokered Private Placement Convertible Debenture Units WATERLOO, ON / ACCESSWIRE / January 4, 2022 / Cloud DX ("Cloud DX" or the "Company") (TSXV:CDX)(OTC:CDXFF) is pleased to announce that it has entered into an agreement with Echelon Wealth Partners Inc. ("Echelon") pursuant to which Echelon has agreed to act as lead agent and sole book runner (the "Agent") in connection with a brokered private placement of up to 3,000 convertible debenture units of the Company (the "Convertible Debenture Units") at a price of $1,000 per Convertible Debenture Unit for aggregate gross proceeds of up to $3,000,000 (the "Offering"). The Agent has been granted an option to sell up to 450 additional Convertible Debenture Units for maximum aggregate gross proceeds under the Offering of $3,450,000.
Pursuant to the Offering, each Convertible Debenture Unit will be comprised of $1,000 principal amount unsecured convertible debenture (each, a "Debenture") and 1,250 common share purchase warrants of the Company (each, a "Warrant"). The Debentures will mature on the date that is 36 months from the date of issuance (the "Maturity Date") and shall bear interest at a simple rate of 10% per annum. Interest will be payable quarterly on the last business day of each quarter, commencing on March 31, 2022. The principal amount of the Debentures, or any portion thereof, may be converted at the election of the holder thereof into common shares in the capital of the Company ("Common Shares") at a conversion price of $0.40 per Common Share (the "Conversion Price") at any time prior to the Maturity Date. Each Warrant will entitle the holder thereof to acquire one Common Share at a price of $0.50 per Common Share for a period of 24 months from the closing date of the Offering.
The Company has agreed to: (i) pay the Agent a cash fee equal to 8% of the gross proceeds raised from the Offering (reduced to 3% for subscribers identified on the Company's president's list); and (ii) issue to the Agent such number of non-transferable Common Share purchase warrants (the "Agent's Warrants") as is equal to 8% of the gross proceeds raised from the Offering (reduced to 3% for subscribers identified on the Company's president's list) divided by the Conversion Price. Each Agent's Warrant will entitle the holder thereof to acquire one Common Share at an exercise price of $0.40 per Common Share for a period of 24 months from the closing date of the Offering.
The Company intends to use the net proceeds of the Offering for sales, marketing, research and development, and for general working capital purposes. The Company expects the closing date of the Offering to occur on or about January 18, 2022.
The Convertible Debenture Units, Debentures, Warrants, and any securities issuable upon conversion or exercise thereof, will be subject to a statutory hold period of four months and one day from the date of issuance of the Convertible Debenture Units. The Offering is subject to final approval by the TSX Venture Exchange.
The Convertible Debenture Units will be offered and sold by private placement in Canada pursuant to exemptions from the prospectus requirements under National Instrument 45-106 - Prospectus Exemptions, and in certain other jurisdictions on a basis which does not require the qualification or registration of the Convertible Debenture Units, Debentures, Warrants, or any underlying securities.
About Cloud DX
Accelerating virtual healthcare, Cloud DX is on a mission to make healthcare better for everyone. Our Connected Health™ remote patient monitoring platform is used by healthcare enterprises and care teams across North America to virtually manage chronic disease, enable aging in place, and deliver hospital-quality post-surgical care in the home. Our partners achieve better healthcare and patient outcomes, reduce the need for hospitalization or re-admission, and reduce healthcare delivery costs through more efficient use of resources. Cloud DX is the co-winner of the Qualcomm Tricorder XPRIZE, a 2021 Edison Award winner, a Fast Company "World Changing Idea" finalist, and one of "Canada's Ten Most Prominent Telehealth Providers." In 2021, Cloud DX became an exclusive partner of Medtronic Canada.
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