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FOR: CARDIOCOMM SOLUTIONS, INC.
TSX VENTURE SYMBOL: EKG
Licensing Deal Signals
the Start of Sales of Windows 7 Compatible ECG
Software Solutions
TORONTO, ONTARIO - CardioComm
Solutions, Inc. (TSX VENTURE:EKG)
("CardioComm Solutions" or the "Company") today
announced that it has completed a software and
source code licensing agreement ("SLA") for use
of the Company's proprietary Global ECG
Management Solution ("GEMS™") and GUAVA ECG
viewer by MD Primer Inc. ("MDP"). MDP is a
clinical research and education organization
enabling improvement in patient care through
innovation. MDP is under the direction of Dr.
Anatoly Langer, CardioComm Solutions' Chairman.
As MDP is a related party of CardioComm
Solutions, Dr. Langer abstained from voting on
the SLA when it received board approval. The SLA
is subject to approval by the TSX Venture
Exchange
The SLA will allow MDP to use GEMSTM and GUAVA
under a worldwide, royalty free, perpetual,
non-exclusive license in exchange for a one-time
$500,000 licensing fee, payable in three
payments: $250,000 on execution of the SLA;
$150,000 on March 15, 2014; and $100,000 on
April 15, 2014. Service and support agreements
will be negotiated subsequent to the formal
release of GEMS 4.0 to the market, which is
expected prior to the end of Q1 2014. Under the
SLA, MDP is licensed to use the software and the
source code and derivative products in support
of MDP's current research-based business
activities, but not to compete with CardioComm
Solutions' business. To preserve the value of
the license for MDP, CardioComm Solutions has
agreed not to enter into another concurrent
source-code based licensing agreement. Under the
SLA CardioComm Solutions has the option to
repurchase the license from MDP at any time for
$500,000 plus 10% interest compounded annually.
At the option of MDP, the repurchase price will
be payable in either cash or in units of
CardioComm Solutions, with each unit valued at a
price per Unit equal to a 50% premium on the
closing price of CardioComm Solutions' common
shares on the TSX Venture Exchange on the date
of execution of the SLA. Each Unit will be
comprised of one common share of the Company and
one common share purchase warrant for an
additional share for two years from the date of
issuance at an exercise price equal to 150% of
the closing price of CardioComm Solution's
common shares on the TSX Venture Exchange on the
date of execution of the Agreement. Any
securities issued will be subject to a four
month hold period from the date of issuance.
"MDP had long expressed interest in acquiring
the GEMSTM software for use in their clinical
and research service offerings and I am sure
this purchase will provide them a unique
competitive advantage. We are asked on occasion
to enter into such agreements where the
Company's intellectual property is licensed to
assist a non-competitive organization develop
infrastructure that, on their own, could not be
achieved," stated Etienne Grima, CEO of
CardioComm Solutions.
"This is an exciting development for CardioComm
Solutions and affirms the value of the GEMSTM
system for research-based cardiac patient
monitoring and analysis," said Daniel Pawlik,
the Company's Vice President, Sales and
Marketing for the United States. "The Life
Science Contract Research Service Industry,
providing cardiac safety testing and arrhythmia
analysis of pharmaceuticals and medical devices
as a part of the market approval process is a
multi-billion dollar service industry and
growing. GEMSTM provides a unique and highly
beneficial technology solution for more
effective and less costly patient monitoring,
analysis and data management. We are currently
pursuing and continue to pursue similar
relationships with leading US-based clinical
research organizations as a part of our US
service and technology licensure growth
strategies." "Interest in, and acquisition of,
GEMSTM 4.0 is a strong endorsement of what this
software offers," noted Simi Grosman, a member
of CardioComm Solutions' Board of Directors. "At
the same time, the capital infusion into the
Company will allow us to build out our sales
infrastructure to aggressively market GEMSTM in
the US and around the globe in 2014."
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CardioComm Solutions' patented and proprietary
technology is used in products for recording,
viewing, analyzing and storing
electrocardiograms (ECGs) for diagnosis and
management of cardiac patients. Products
are sold worldwide through a combination of an
external distribution network and a North
American-based sales team. The Company has
earned the ISO 13485 certification, is HPB
approved, HIPAA compliant, and has received FDA
market clearance for its software devices.
CardioComm Solutions is headquartered in
Toronto, Canada, with offices in Victoria,
B.C.
FOR FURTHER
INFORMATION PLEASE CONTACT:
Etienne Grima, Chief Executive Officer
1-877-977-9425
investorrelations@cardiocommsolutions.com
www.cardiocommsolutions.com
Forward-looking
statements
This release may contain certain forward-looking
statements and forward looking information with
respect to the financial condition, results of
operations and business of CardioComm Solutions
and certain of the plans and objectives of
CardioComm Solutions with respect to these
items. Such statements and information reflect
management's current beliefs and are based on
information currently available to management.
By their nature, forward-looking statements and
forward-looking information involve risk and
uncertainty because they relate to events and
depend on circumstances that will occur in the
future and there are many factors that could
cause actual results and developments to differ
materially from those expressed or implied by
these forward-looking statements and
forward-looking information.
In evaluating these statements, readers should:
specifically consider risks discussed under the
heading "Risk Factors" in the
Company's Annual Information Form, available at
www.sedar.com; not to place undue reliance on
forward-looking statements and forward-looking
information; be aware. the Company does not
assume any obligation to update the
forward-looking statements and forward-looking
information contained in this Annual Information
Form other than as required by applicable laws
(including without limitation Section 5.8(2) of
National Instrument 51-102 (Continuous
Disclosure Obligations).
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.
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