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Vitalhub Corp. Announces Revised Pricing for Private Placement Offering and Update on First Two Acquisitions

Toronto, Ontario--(Newsfile Corp. - June 12, 2017) - VITALHUB CORP. (TSXV: VHI) (the "Company" or "Vitalhub"), has agreed to revised pricing for its previously announced financing (the "Offering") conducted through a syndicate of agents (the "Agents") co-led by Echelon Wealth Partners Inc. ("Echelon") and Paradigm Capital Inc. ("Paradigm") and including Canaccord Genuity Corp., Industrial Alliance Securities Inc. and Mackie Research Capital Corporation.

The Company is pleased to announce that Valsef Capital, a private investment company, as well as institutional investors, have committed to an investment in the Offering and Chief Strategist of Valsef Capital, Mohan Plakkot, has agreed to join the Company's board of directors.

Commenting on the commitment from Valsef Capital and the proposed appointment of Mr. Plakkot as a director of the Company, Dan Matlow, Chief Executive Officer of the Company stated "by joining Vitalhub's board of directors, Mohan, as a representative of Valsef Capital, is bringing experience in mergers and acquisitions within the software and internet industries. He and Valsef Capital will be of tremendous value as we move forward with our acquisition strategies." It is expected that Mr. Plakkot will be appointed to the Company's board of directors subsequent to the successful closing of the Offering and receipt of applicable regulatory approvals (including approval of the TSX Venture Exchange ("TSXV").

Revised Pricing for the Private Placement

Subject to adjustment in accordance with the Consolidation (as further described and defined below), the Company will now offer up to 50,000,000 units of Vitalhub ("Units"), at $0.10 per Unit (the "Offering Price"), for gross proceeds of a minimum of $2,800,000 and a maximum of $5,000,000. Each Unit shall consist of one common share of the Company ("Common Share") and one Common Share purchase warrant (the "Warrants"). Each whole Warrant will entitle the holder to purchase one Common Share for a period of twenty-four (24) months from the date of issuance at a price of $0.18 (the "Exercise Price") per Common Share. The Warrants will be converted automatically by the Company if, at any time after the four month statutory hold period expires, the price per share of the Company's Common Shares on the TSXV is greater than $0.30 for 20 consecutive days.

As compensation for their services, the Agents shall be entitled to a commission payment equal to 7.5% of the gross proceeds raised in the Offering as well as that number of compensation warrants (the "Broker Warrants") equal to 7.5% of the number of Units sold in the Offering, other than in respect of orders from 'president's list' purchasers on which the Agents shall receive a commission payment equal to 3% of the gross proceeds thereof and that number of Broker Warrants equal to 3% of the number of Units sold to such 'president's list' purchasers. Each Broker Warrant shall entitle the holder to acquire one Common Share for a period of twenty-four (24) months from the date of issuance at a price of $0.18 (the "BW Exercise Price") per Common Share. Echelon and Paradigm will also receive a corporate finance fee of which a portion will be paid in Common Shares issued on the closing date of the Offering.

On June 30, 2017 at the annual general and special meeting of the shareholders of the Company, shareholders will be asked to vote in favour of a resolution permitting the board of directors to complete a consolidation of the Common Shares at a ratio of 4:1 (the "Consolidation"). Should the shareholders approve the Consolidation, and the board of directors elect to proceed with the Consolidation, it will result in the following changes to the terms of the Offering:

  • the Company will offer up to 12,500,000 Units at $0.40 per Unit;
  • the exercise price of the Warrants and Broker Warrants will be $0.72 per Common Share; and,
  • the Warrants will be converted automatically by the Company if, at any time after the four month statutory hold period expires, the price per share of the Company's Common Shares on the TSXV is greater than $1.20 for 20 consecutive days.

Notwithstanding the foregoing, the Consolidation will not result in a change to the minimum and maximum gross proceeds to be raised under the Offering.

Vitalhub anticipates that it will use the net proceeds of the Offering to pay the cash portion of the purchase price for the previously announced proposed acquisition of B Sharp Technologies (as defined herein), being approximately $2,000,000; for the transaction costs associated therewith (including the costs of the Offering), being approximately $400,000; for working capital required in the B Sharp Technologies business, being approximately $1,000,000; and, any remaining funds will be used for working capital and general corporate purposes of Vitalhub.

The Offering is subject to all necessary approvals, including the approval of the TSXV. All securities issued in connection with the Offering shall be subject to a four month statutory hold period. The TSXV has not approved the Offering Price, the Exercise Price or the BW Exercise Price and these remain subject to the change.

The Company expects to close the Offering in the first week of July, 2017.

Update on Acquisition of B Sharp Technologies

The Company continues to work towards the entering into of a definitive agreement to acquire B Sharp Technologies Inc. ("B Sharp Technologies") and completion of mutually satisfactory due diligence with the vendors of B Sharp Technologies. The Company expects to close this acquisition on or after the closing of the Offering.

Update on Acquisition of HI Next

The Company continues to work towards the entering into of a definitive agreement to acquire H.I. Next Inc. ("HI Next") and the completion of mutually satisfactory due diligence with the vendors of HI Next. The Company expects to close this acquisition some time subsequent to the closing of the acquisition of B Sharp Technologies.

The acquisitions of B Sharp Technologies and HI Next by the Company (the "Acquisitions"), and the consideration paid by Vitalhub therefore is subject to approval of the TSXV, and the execution of definitive legal documentation. Neither of the Acquisitions will constitute a Non-Arm's Length Transaction as defined by the TSXV's policies.

See the Company's press release dated March 24, 2017 for further details relating to the Offering and the Acquisitions.

About B Sharp Technologies

B Sharp Technologies develops and deploys client case management and electronic documentation solutions for healthcare, social services, and community care organizations. These solutions unlock the value of data to enable informed decision-making.

B Sharp Technologies was founded in 1998 as a business consulting and custom software development company. Building on early successes developing solutions for several healthcare organizations, the company shifted its focus from services to products and has evolved to become an established and respected provider of specialty documentation and complex case management solutions.

About HI Next

HI Next offers a complete suite of industry proven, peer reviewed tools to identify and address the full range of behavioral, medical, and social problems affecting the seriously mental ill. Providers can document, share, and collaborate patient results, care plans, and progress notes with peer providers in real-time.

HI Next owns TREAT, a Web-based EHR and care coordination platform built for health care providers. TREAT's integrated solutions are tailored to many sectors of care, including Behavioral and Mental Health, Community, & more. With over 100 clinical assessment tools, coordinated care planning, progress notes, practice management and an easy-to-use design, TREAT provides a complete system that will help health care providers to improve overall patient care.

Currently more than 80 organizations across North America benefit from using TREAT's integrated health care solutions every day.

About Vitalhub

Founded in 2012, Vitalhub delivers an innovate platform for mHealth, a modularized and standardized solution for creating mobile health applications. The Vitalhub platform provides the control, security, privacy and consistency essential in the healthcare industry. Vitalhub includes apps for clinical care, communications, and medical research, and the platform to expand this to other areas. Vitalhub is based in Toronto, Ontario.

For further information please contact:

Dan Matlow
Chief Executive Officer, and Director
(416) 727-9061
[email protected]

Cautionary Statements

All information contained in this news release with respect to Vitalhub, B Sharp Technologies and HI Next was supplied by the parties, respectively, for inclusion herein, and none of such parties' directors and officers have relied on such other parties' for any information concerning such party.

Completion of the Acquisitions is subject to a number of conditions, including but not limited to, TSXV acceptance. There can be no assurance that either of the Acquisitions will be completed as proposed or at all. Investors are cautioned that any information released or received with respect to the Acquisitions may not be accurate or complete and should not be relied upon.

The TSXV has in no way passed upon the merits of the Acquisitions and has neither approved nor disapproved the contents of this press release.

This news release contains forward-looking statements relating to the timing and completion of the Acquisitions, the timing and the completion of the Offering, the use of net proceeds from the Offering, the listing of the Common Shares on the TSXV, the receipt of regulatory approvals and the timing thereof, the appointment of Mr. Plakkot to the Company's board of directors, investments from Valsef Capital and other institutional investors, the future operations of the Company and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the Acquisitions, the Offering, the use of the net proceeds from the Offering, the listing of the Common Shares on the TSXV, the appointment of Mr. Plakkot to the Company's board of directors, investments from Valsef Capital and other institutional investors, the receipt of regulatory approvals and the timing thereof, and the future plans and objectives of the Company, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include the failure to satisfy the conditions to completion of the Acquisitions and other risks detailed from time to time in the filings made by the Company with securities regulations.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. As a result, the Company cannot guarantee that Acquisitions, or the Offering, or the appointment of Mr. Plakkot to the Company's board of directors, will be completed on the terms and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

THE SECURITIES OFFERED HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS. THIS PRESS 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 STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.



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Vitalhub Corp. Announces Revised Pricing for Private Placement Offering and Update on First Two Acquisitions

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