Cloud DX Inc. ("Cloud DX" or the "Company") (TSXV:CDX) announces that it has updated the terms of its private placement previously announced on January 4, 2022 of Convertible Debenture Units (the "Updated Offering") with Echelon Wealth Partners Inc. as lead agent and sole book runner (the "Agent"). The Company expects the initial closing of the Updated Offering will be on or about January 25, 2022
In connection with the Updated Offering the Agent will offer for sale 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 Agent has been granted an option to sell up to 450 additional Convertible Debenture Units for maximum aggregate gross proceeds under the Updated Offering of $3,450,000. Pursuant to the Updated Offering, each Convertible Debenture Unit will be comprised of $1,000 principal amount unsecured convertible debenture (each, a "Debenture") and 1,430 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 $0.35 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 Updated Offering.
The Company has agreed to: (i) pay the Agent a cash fee equal to 8% of the gross proceeds raised from the Updated 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 Updated 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 $0.35 per Common Share for a period of 24 months from the closing date of the Updated Offering.
The Company intends to use the net proceeds of the Updated Offering for sales, marketing, research and development, and for general working capital purposes.
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 Updated 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.
Neither the 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. The TSX Venture Exchange has in no way passed upon the merits of the Updated Offering and has neither approved nor disapproved the content of this press release.
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SOURCE: Cloud DX Inc.
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