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Health Logic Interactive Inc. Closes Shares for Debt Transactions and Private Placement

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CALGARY, AB, April 22, 2021 /CNW/ - Health Logic Interactive Inc. (the "Corporation") announces that it has closed certain of its previously announced shares for debt transactions and its previously announced private placement.

Conversion of First Promissory Notes

The holders of an aggregate of $200,000 principal amount of secured, convertible promissory notes (the "First Notes") previously issued by the Corporation elected to convert the principal owing under such notes into 4,000,000 units ("First Note Units") of the Corporation a deemed price of $0.05 per First Note Unit. Each First Note Unit issued consisted of one common share in the capital of the Corporation ("Common Share") and one Common Share purchase warrant ("First Note Warrant"), with each such First Note Warrant exercisable for a period of two years from the date of issuance for one additional Common Share of the Corporation at a price equal to $0.10 per share.

The holders of the First Notes also elected to convert the outstanding interest ($30,641.10) owing on such First Notes, with arm's length parties receiving 44,684 additional First Note Units at a deemed price of $0.12 per First Note Unit and with non-arm's length parties receiving 210,654 Common Shares at a deemed price of $0.12 per Common Share. The First Note Warrants issued to arm's length parties on conversion of the interest payable on the First Notes have an exercise price of $0.16 per share.

The holders of the First Notes also elected to exercise all of the First Note Warrants issued on conversion of the principal and interest resulting in the issuance of an additional 4,044,684 shares for gross proceeds of $407,149.44.

The First Notes were originally issued by the Corporation on July 9, 2020, were due July 9, 2022 and bore interest at a rate of 24% per annum. The conversion of the First Notes into Common Shares and First Note Warrants was completed substantially in accordance with the terms of the First Notes.

Conversion of Subsidiary Promissory Notes

In addition, the arm's length holders of an aggregate of $140,000 principal amount of unsecured promissory notes (the "Subsidiary Notes") previously issued by a wholly-owned subsidiary of the Corporation agreed to the assumption of the obligations under those notes by the Corporation and the issuance of 1,166,666 units ("Subsidiary Note Units") of the Corporation, at a deemed price of $0.12 per Subsidiary Note Unit in full and final satisfaction of the Subsidiary Notes. Each Subsidiary Note Unit issued consisted of one Common Share and one Common Share purchase warrant ("Subsidiary Note Warrant"). Each Subsidiary Note Warrant is exercisable for a period of six months from the date of issuance for one additional Common Share of the Corporation at a price equal to $0.16 per share. The securities issued under this transaction are subject to statutory restrictions on resale until August 23,2021.

The Subsidiary Notes were due June 30, 2021 and bore no interest.

Arm's Length Private Placement

The Corporation also completed an arm's length financing of 425,000 units of the Corporation ("Private Placement Units") at a price of $0.12 per Unit, for gross proceeds of up to $51,000 (the "Offering"). Each Private Placement Unit consisted of one Common Share and one Common Share purchase warrant of the Corporation (a "Private Placement Warrant"). Each Private Placement Warrant entitles the holder thereof to acquire one Common Share in the capital of the Corporation (a "Private Placement Warrant Share") at an exercise price of $0.16 per Private Placement Warrant Share for a period of six months from closing, subject to adjustment in certain events. The securities issued under this transaction are subject to statutory restrictions on resale until August 23, 2021. The proceeds of the private placement will be used for general working capital.

Early Warning Disclosure

Acclaim

Acclaim Ventures Inc. ("Acclaim"), a British Columbia incorporated company in which Graydon Bensler, a director of the Corporation, has a minority interest and in which Braeden Lichti has a controlling interest:

In aggregate, Acclaim acquired 2,063,835 Common Shares, representing 10.46% of the issued and outstanding Common Shares following completion of these transactions. Prior to the foregoing, Acclaim beneficially owned, or exercised control or direction over First Notes in the aggregate principal amount of $50,000 and nil Common Shares of the Corporation.

As a result of the foregoing transactions, Acclaim now beneficially owns, or exercises control or direction over, 2,063,835 Common Shares representing 10.46% of the issued and outstanding Common Shares. These securities have been acquired and are being held for investment purposes. In the future, Acclaim may, depending on the market and other conditions, increase or decrease its beneficial ownership of the Corporation.

A copy of the early warning report filed by Acclaim can be obtained at www.sedar.com under the Corporation's profile or by contacting the Corporation as set out below.

Summerhill Investment Corporation

Summerhill Investment Corporation ("Summerhill"), an Alberta incorporated company,

In aggregate, Summerhill acquired 2,063,835 Common Shares, representing 10.46% of the issued and outstanding Common Shares. Prior to the foregoing, Summerhill beneficially owned, or exercised control or direction over First Notes in the aggregate principal amount of $50,000 and Peter Lacey, a joint actor of Summerhill, beneficially owned, or exercised control or direction over, 565,617 Common Shares. As a result of the foregoing transactions, Summerhill and Peter Lacey, together, now beneficially own, or exercise control or direction over 2,629,452 Common Shares representing in 13.33% of the issued and outstanding Common Shares. These securities have been acquired and are being held for investment purposes. In the future, Summerhill or Peter Lacey may, depending on the market and other conditions, increase or decrease its beneficial ownership of the Corporation.

A copy of the early warning report filed by Summerhill can be obtained at www.sedar.com under the Corporation's profile or by contacting the Corporation as set out below.

Herc Holdings Inc.

Herc Holdings Inc. ("Herc Holdings"), an Alberta incorporated company in which Rick Purdy, a director of the Corporation has a controlling interest acquired 601,067 Common Shares upon conversion of the First Notes.

In aggregate, Herc Holdings acquired 601,067 Common Shares, representing 3.05% of the issued and outstanding Common Shares. Prior to the foregoing, Herc Holdings beneficially owned, or exercised control or direction over First Notes in the aggregate principal amount of $28,250 and nil Common Shares of the Corporation.

As a result of the foregoing transactions, Herc Holdings now beneficially owns, or exercises control or direction over, 601,067 Common Shares representing 3.05% of the issued and outstanding Common Shares. These securities have been acquired and are being held for investment purposes. In the future, Herc Holdings may, depending on the market and other conditions, increase or decrease its beneficial ownership of the Corporation.

A copy of the early warning report filed by Herc Holdings can be obtained at www.sedar.com under the Corporation's profile or by contacting the Corporation as set out below.

George C. Shen Professional Corporation

George C. Shen Professional Corporation ("GCS Corp"), an Alberta incorporated company:

In aggregate, GCS Corp. acquired 1,063,834 Common Shares, representing 5.39% of the issued and outstanding Common Shares.

Prior to the foregoing, GCS Corp. beneficially owned, or exercised control or direction over First Notes in the aggregate principal amount of $25,000 and nil Common Shares of the Corporation. As a result of the foregoing transactions, GCS Corp. now beneficially owns, or exercises control or direction over, 1,063,834 Common Shares representing 5.39% of the issued and outstanding Common Shares. These securities have been acquired and are being held for investment purposes. In the future, GCS Corp. may, depending on the market and other conditions, increase or decrease its beneficial ownership of the Corporation.

A copy of the early warning report filed by GCS Corp. can be obtained at www.sedar.com under the Corporation's profile or by contacting the Corporation as set out below.

About the Corporation

Health Logic Interactive, through its wholly owned operating subsidiary My Health Logic, is developing and commercializing consumer-focused hand-held, point-of-care diagnostic devices that connect to patients' smart phones and digital continued care platforms. The company plans to use its patent pending lab-on-chip technology to provide rapid results and facilitate the transfer of that data from the diagnostic device to the patients' smart phones. The company expects this data collection will allow it to better assess patient risk profiles and provide better patient outcomes. The company's mission is to empower people with the ability to get early detection any time and anywhere with actionable digital management for chronic kidney disease.

Further information regarding Health Logic Interactive Inc. and its disclosure documents are available on SEDAR at www.sedar.com.

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.

SOURCE Health Logic Interactive Inc.

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View original content: http://www.newswire.ca/en/releases/archive/April2021/22/c0133.html