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Mednow Inc. (TSXV: MNOW) (OTCQX: MDNWF) ("Mednow" or the "Company"), Canada’s on-demand virtual pharmacy, is pleased to announce a private placement offering of a secured convertible debenture (the “Convertible Debenture”) for gross proceeds of $400,000 (the “Offering”).
Ali Reyhany, CEO and Co-Founder, will invest $400,000 pursuant to the Offering. This investment, when combined with previous investments he has made directly or indirectly in Mednow’s stock, will cumulatively represent over $3,045,000 since the company’s initial public offering in March 2021.
The Convertible Debenture will bear interest at a rate of 12.0% per annum and mature eighteen (18) months following the date of issuance (the “Maturity Date”). The principal amount of the Convertible Debenture (the “Principal Amount”) will be convertible into units (each a “Unit”) based on a conversion price of $0.30 per Unit (the “Conversion Price”), being the closing price of the Class A common shares in the capital of Mednow (a “Common Share”) on the TSX Venture Exchange (the “TSXV”) on the trading immediately preceding this news release. The Convertible Debenture will be convertible at the option of the holder at any time during the period beginning on the later of: (i) the four month anniversary of the date of issuance of the Convertible Debenture; and (ii) the date on which the Company completes an equity financing with aggregate proceeds to the Company of at least $4,000,000, and ending on the Maturity Date.
Each Unit will be comprised of one Common Share and one Common Share purchase warrant (a “Warrant”). Each Warrant will entitle the holder thereof to purchase one Common Share at a price of $0.38 per Common Share for a period of 48 months from the date of issuance thereof, subject to applicable policies of the TSXV.
The Convertible Debenture will rank senior, secured by all of the assets and property of the Company, subject to certain equipment specific permitted encumbrances, pursuant to a general security agreement, and guaranteed by the Company’s wholly-owned subsidiaries, other than London Pharmacare Inc., Liver Care Canada Inc. and Infusicare Canada Inc. and such guarantee shall be secured by a security agreement executed by the subsidiaries granting a first priority security interest on all of their present and after acquired personal property, including, but not limited to all of their accounts receivable. There will also be a share pledge of the shares of certain of the Company’s subsidiaries in favour of the Convertible Debenture holder.
The net proceeds to be received by the Company from the Offering are intended to be used for strategic acquisition opportunities, working capital and for general corporate purposes. The Convertible Debenture to be issued pursuant to the Offering are subject to a statutory hold period of four months from the date of issuance.
The Convertible Debentures issued under the Offering will be issued to an insider of the Company and such participation is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101”). The Company will rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation.
The Offering remains subject to receipt of TSXV approval and all other necessary regulatory approvals.
About Mednow (TSXV: MNOW) (OTCQX: MDNWF) Mednow is a healthcare technology company offering virtual access with a high-standard of care. Designed with accessibility and quality of care in mind, Mednow provides virtual pharmacy and telemedicine services as well as doctor home visits through an interdisciplinary approach to healthcare that is focused on the patient experience. Mednow’s services include free at-home delivery of medications, doctor consultations, a user-friendly interface for easy upload, transfer, and refill of prescriptions, access to healthcare professionals through an intuitive chat experience and the specialized PillSmart™ system that packages prescriptions in easy to use daily dose packs, each labelled with the date and time of the next dose.
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.
Cautionary Statements Regarding Forward-Looking Information:
This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding the terms of the Offering, the anticipated use of proceeds of the Offering and regulatory approval of the Offering. 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.
In making the forward-looking statements in this news release, the Company has applied certain material assumptions, including without limitation, that the Company will complete the Offering, use the proceeds of the Offering as currently anticipated and receive regulatory acceptance of the Offering as anticipated.
These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things, that the Company may not be able to complete the Offering on the terms described herein or at all, that the Company will not receive the required regulatory approvals or approval from the TSXV in connection with the Offering and that the Company will not use the proceeds of the Offering as currently anticipated.
Although management of the Company 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. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements.
This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities.
Benjamin Ferdinand, Chief Financial Officer