Vancouver, British Columbia--(Newsfile Corp. - September 30, 2024) - Kovo HealthTech Corporation (TSXV: KOVO) ("Kovo" or the "Company") is pleased to announce that it has entered into an asset purchase agreement dated September 30, 2024 (the "AssetPurchase Agreement") with HEAL USA, Inc. ("HEAL USA") pursuant to which the Company will acquire from HEAL USA the exclusive right to purchase certain contractual assets of Coredynamex, LLC, the Utah limited liability company (doing business as "AccelVue") (the "Proposed Transaction") pursuant to a executed term sheet (the "LOI") dated December 4, 2023 (as amended on September 8, 2024) and between HEAL USA and AccelVue.
The LOI currently grants HEAL USA the exclusive right to acquire certain assets of AccelVue, which include: (i) a business development contract with an EMR (Electronic Medical Record) SaaS company that aggregates 20,000 medical providers in the USA; (ii) an exclusive contract with a private Ai vendor to use its technology and services across the EMR healthcare industry sector; and (iii) an exclusive agreement with a bookkeeping platform as a service provider to service medical providers/practices aggregated through EMR company channels. The contracts and relationships will be coupled with Kovo's current practice offerings and leveraged to increase sales in new and existing channels. The purchase price for the transfer of the AccelVue assets to HEAL USA under the LOI is USD$50,000.
HEAL USA, is a Delaware corporation controlled by Avonlea-Drewry Holdings Inc. ("ADH"). Mr. Michael Steele, a current director and controlling indirect shareholder of the Company, is a director of HEAL USA and is a director, officer and indirect shareholder of ADH, but does not control ADH. Mr. Robert Galarza, a director of the Company, is also an officer of HEAL USA. Therefore, as no related party of Kovo controls HEAL USA, directly or indirectly, HEAL USA is not a "related party" to the Company and the Proposed Transaction is not subject to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") which regulates transactions that raise the potential for conflicts of interest, including transactions involving parties who are "related parties" to the reporting issuer, as that term is used in MI 61-101. However, as Mr. Steele and Mr. Galarza, who both abstained from voting on the approval of the Proposed Transaction, are both directors of the Company and a director or officer of HEAL USA, HEAL USA is considered to be a Non-Arm's Length Party pursuant to the policies of the TSX Venture Exchange (the "TSXV"). As a result, closing of the Proposed Transaction is subject to the acceptance of the TSXV.
The consideration for the assignment of the LOI to Kovo is the issuance of 13,180,038 common shares of Kovo at a deemed price of CAD$0.05 (the "Consideration Shares") for total share consideration of approximately USD$484,560 (CAD$659,002) and an unsecured 10% interest bearing 2-year term promissory note in the aggregate principal amount of USD$56,947 for an aggregate purchase price of USD$541,507 (the "Purchase Price"). The Purchase Price was negotiated between the parties and represents a reimbursement by Kovo of the reasonable and documented actual expenditures of HEAL USA in respect of the negotiation of the LOI, including its legal fees and expense of USD$80,758, expenses of other financial and accounting advisors of USD$34,807, and funds advanced to AccelVue during the exclusivity period to ensure the ability of AccelVue to satisfy its contractual and other obligations of USD$425,942. The Consideration Shares represent 9.9% of the issued and outstanding shares of Kovo on a post-closing and non-diluted basis. The Consideration Shares will be subject to a hold period of four months and a day in accordance with applicable Canadian securities laws. Neither HEAL USA, nor its sole shareholder ADH, own or control, directly or indirectly, any equity securities of the Company.
The Company intends to proceed with the acquisition of the assets of AccelVue provided for under the LOI as soon as practicable upon closing of the Proposed Transaction, subject to customary conditions of closing including satisfaction of due diligence, third-party and government approvals and the acceptance of the TSXV.
None of the securities sold in connection with the Asset Acquisition will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Kovo HealthTech Corporation
Kovo HealthTech Corporation is a growing healthcare technology company that specializes in Billing-as-a-Service offering SaaS-style recurring revenue contracts and software for more than 2250 US healthcare providers. Kovo helps healthcare providers digitally track and manage complex patient care registration, services, billing and payments in a seamless way. Currently, through its clients, Kovo processes over $250 million CAD ($200M USD) in annual billing transactions for more than 3.5 million patients. By offering effective billing practices, Kovo helps healthcare practitioners get paid so they can focus on offering quality care. To learn more about Kovo and to keep up-to-date on Kovo news, visit www.kovo.co.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This news release contains forward‐looking statements and forward‐looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward‐looking statements or information. More particularly and without limitation, this news release contains forward‐looking statements and information relating to the Corporation's ability to close on the Proposed Transaction as well as the acquisition of the AccelVue Assets, the outcomes of its due diligence investigations regarding AccelVue, the terms of the LOI, including any changes to the structure or terms of the acquisition of the AccelVue Assets and the ability of the Corporation to realize the benefits of the contractual agreements it intends to acquire. The forward‐looking statements and information are based on certain key expectations and assumptions made by management of the Corporation. Although management of the Corporation believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward‐looking statements and information since no assurance can be given that they will prove to be correct.
Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Corporation relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward‐looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the Corporation's ability to successfully negotiate a satisfactory transaction with AccelVue and its principals, the Corporation's ability to raise any capital necessary to close on the acquisition of the AccelVue Assets, the Corporation's ability to meet the terms of the Proposed Transaction and any future transaction with AccelVue, the Corporation's being unable to realize the benefits of the AccelVue Assets or use the AccelVue Assets in support of its own business plan, the Corporation's ability to efficiently and successfully develop new opportunities and failure to identify future transactional counterparties, and the Corporation not defaulting on its debt obligations to other parties in the future. Accordingly, readers should not place undue reliance on the forward‐looking statements and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward‐looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward‐looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.
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