FOR: CARDIOCOMM SOLUTIONS, INC.
TSX VENTURE SYMBOL: EKG
September 21, 2015
TORONTO, ONTARIO - CardioComm Solutions, Inc. (TSX VENTURE:EKG) (“CardioComm Solutions” or the “Company”) today announced that it will be conducting a non-brokered private placement equity financing under which it intends to issue 1,818,182 units at a price of $0.055 per unit for gross proceeds of up to $100,000. There is no minimum offering amount. Each unit will be comprised of one common share of the Company and one common share purchase warrant exercisable for two years for an additional share at a price of $0.10. The securities to be issued under the financing will be subject to a four month hold period. The terms of the financing are subject to the approval of the TSX Venture Exchange.
The Company intends to use the proceeds of the financing towards an advertising campaign respecting Company products, particularly the HeartCheckTM ECG PEN. The Company will provide additional updates as they are available.
The offer to purchase units is available to all security holders of the Company who held common shares on September 18, 2015 (shareholders resident in Ontario, Newfoundland and Labrador, and countries other Canada, will need to meet local jurisdiction requirements to participate). The offer will be open until September 30, 2015. The aggregate acquisition cost to a subscribing shareholder relying on the prospectus exemption for existing security holders cannot exceed $15,000 unless that shareholder has obtained advice regarding the suitability of the investment from a registered investment dealer in the subscriber's jurisdiction. In completing the financing, the Company may utilize other available regulatory exemptions in addition to the existing security holders' exemption. If you are a security holder who is interested in participating, you should contact the Company by email at email@example.com. If the Company receives total subscriptions exceeding $100,000, the Company will fill subscriptions on a first come, first served basis.
The Company confirms that its staff will be participating the financing including an officer of the Company. The issuance of units to the officer under the private placement is considered to be a related party transaction subject to TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of Multilateral Instrument 61-101 on the basis that the value of securities to be purchased by the officer a under the private placement will not exceed 25% of the fair market value of the Company's market capitalization. The Company will be filing a material change report respecting the financing less than 21 days before the expected closing date of the financing. The Company believes that the shorter period for filing the material change report is reasonable because the participation of the officer in the financing is not material to the Company.
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,
INFORMATION PLEASE CONTACT:
Etienne Grima, Chief Executive Officer
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
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
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