Waterloo, Ontario--(Newsfile Corp. - January 20, 2023) - Cloud DX Inc. (TSXV: CDX) (OTCQB: CDXFF) ("Cloud DX" or the "Corporation"), is pleased to announce a private placement financing of up to 17,857,142 units of the Corporation (the "Units") at a price of $0.14 per Unit for aggregate gross proceeds of up to $2,500,000 (the "Offering"), and a Concurrent Placement (as defined below) of Units for aggregate gross proceeds of up to $3,000,000 with lead orders from certain directors for 10,442,857 Units ($1,462,000).
Each Unit will be comprised of one common share in the capital of the Corporation (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to purchase one additional Common Share at a price of $0.21 per Common Share for a period of three years following the closing date of the Offering, subject to accelerated expiry as described herein. If, at any time, the closing price of the Corporation's Common Shares is greater than $0.42 per Common Share for 20 consecutive trading days, the Corporation may provide written notice (a "Warrant Acceleration Notice") to the holders that the expiry of the Warrants shall be accelerated to a date that is not less than 15 days from the date of the Warrant Acceleration Notice.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the Units (other than the Placement Units (as defined below)) will be offered for sale to purchasers resident in Canada, except Quebec, and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the "Listed Issuer Financing Exemption"). Because the Offering is being completed pursuant to the Listed Issuer Financing Exemption, the securities issued in the Offering will not be subject to a hold period pursuant to applicable Canadian securities laws.
There is an offering document related to the Offering that can be accessed under the Corporation's profile at www.sedar.com and on the Corporation's website at www.clouddx.com. Prospective investors should read this offering document before making an investment decision.
In addition to the Offering, the Corporation intends to complete a concurrent private placement of up to 21,428,571 Units (the "Placement Units") to certain insiders and other purchasers pursuant to applicable exemptions under NI 45-106 for aggregate gross proceeds of up to $3,000,000 (the "Concurrent Placement"). B&M Miller Equity Holdings Inc. and Dr. Gaurav Puri have subscribed, as lead orders in the Concurrent Placement, for 10,442,857 Placement Units for aggregate gross proceeds of $1,462,000. The Placement Units will be subject to a four month hold period.
Each of the lead subscribers in the Concurrent Placement is an insider of the Corporation as: (i) B&M Miller Equity Holdings Inc. is a holding company controlled by Brad Miller, a director of the Corporation and the Corporation's largest shareholder; and (ii) Dr. Gaurav Puri is a director of the Corporation. Accordingly, their participation in the Concurrent Placement constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Corporation is relying on an exemption from the formal valuation and minority shareholder approval requirements of MI 61-101 available on the basis that the fair market value of the insiders' participation in the Concurrent Placement, as determined in accordance with MI 61-101, does not exceed 25% of the Corporation's market capitalization. The Corporation did not file a material change report at least 21 days before the expected closing of the Concurrent Placement as the details of the insiders' participation in the Concurrent Placement had not been settled.
The Corporation intends to use the net proceeds of the Offering and the Concurrent Placement for inventory, sales, marketing (particularly in the United States), working capital and general corporate purposes.
The closing dates of the Offering and the Concurrent Placement are expected to occur on or about January 27, 2023, or such later date or dates as the Corporation may determine, and are subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including conditional approval from the TSX Venture Exchange. Completion of the Offering is not conditional upon the completion of the Concurrent Placement or vice versa.
The securities of the Corporation have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there by any sale of the securities referenced in this press release, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Cloud DX
Accelerating virtual healthcare's future, Cloud DX is making healthcare better for everyone. The Corporation's Connected HealthTM remote patient monitoring platform is used by healthcare enterprises and care teams across North America to virtually manage chronic disease, enable ageing in place, and deliver hospital-quality post-surgical care at home. Providers partnering with Cloud DX achieve better healthcare and patient outcomes, reduce the need for hospitalization/rehospitalization, 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."
Social Links:
Twitter: https://twitter.com/CloudDX
Facebook: https://www.facebook.com/clouddxinc/
LinkedIn: https://www.linkedin.com/company/cloud-dx/
Instagram: https://www.instagram.com/cloud.dx/
For media inquiries please contact:
Janine Scott
Marketing Lead
888-543-0944
janine.scott@cloudDX.com
For investor inquiries please contact:
Jay Bedard
Cloud DX Investor Relations
647-881-8418
jay.bedard@CloudDX.com
SOURCE: Cloud DX Inc.
Forward-Looking Information
This news release contains forward-looking statements and information within the meaning of applicable securities legislation. Often, but not always, forward-looking statements and information can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements or information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements or information contained in this news release. In particular, this news release includes certain forward-looking statements concerning the Offering and the Concurrent Placement, including the terms of the Offering, the terms of the Concurrent Placement, the completion of the Offering and the Concurrent Placement, the estimated closing dates of the Offering and the Concurrent Placement and the anticipated use of proceeds, as well as management's objectives, strategies, beliefs and intentions.
Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. In making the forward-looking statements in this news release, the Corporation has applied several material assumptions, including without limitation, information concerning the receipt of approval from the TSX Venture Exchange and the use of proceeds.
Although management of the Corporation has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information.
Neither the 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.
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