NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR DISSEMINATION IN THE UNITED STATES
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230911635987/en/
Investor Relations: Benjamin
Ferdinand, Chief Financial Officer ir@mednow.ca 1.855.686.6300
Mednow (TSXV:MNOW)
Gráfica de Acción Histórica
De Dic 2024 a Ene 2025
Mednow (TSXV:MNOW)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025
