false 2024-02-08 0001617765 00-0000000 Evome Medical Technologies Inc. 0001617765 2024-02-08 2024-02-08

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 8, 2024

EVOME MEDICAL TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)

British Columbia 333-255642 Not Applicable
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

49 Natcon Dr
Shirley, New York, United States 11967
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (800) 760-6826

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


Item 8.01. Other Events.

On February 8, 2024, the Company issued a press release, which press release was filed via the Canadian Securities Administrators' System for Electronic Document Analysis and Retrieval (SEDAR). The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No. Description
   
99.1 Press Release of Evome Medical Technologies Inc. dated February 8, 2024.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

  EVOME MEDICAL TECHNOLOGIES INC.
     
     
Date:  February 8, 2024 By: /s/ Michael Seckler  
  Name: Michael Seckler
  Title: Chief Executive Officer



EXHIBIT 99.1

Evome Medical Technologies Executes Non-Binding Letter of Intent to Extend Remaining Simbex Acquisition Debt to June 2025; Increases Sales Targets by 7.5% for Biodex Distribution Contracts; Raises Biodex Product Pricing by 2% for 2024

New York, New York, February 8, 2024 - Evome Medical Technologies Inc. (the "Company" or "Evome") has executed a non-binding letter of intent (LOI) to extend acquisition debt of US$3,294,440 to the sellers of Simbex, LLC ("Simbex") to June 30, 2025. In exchange for the extensions, the Company intends to grant the Simbex sellers (i) a subordinated security interest in all non-Biodex assets, (ii) a 10% annual interest rate on the amount due from April 14, 2023 to the due date, (iii) cash payments when free cash flow balances of the Company exceed $500,000 after payments to other creditors with priority, and (iv) a waiver from the contractual restriction from holding more than 500,000 common shares of Evome (the "Common Shares") at any one time. As part of the transaction, Simbex sellers have indicated an intention to convert the 4,640,708 Class A non-voting shares (the "Class A Shares") still held into Common Shares.

The Company has increased sales targets by 7.5% for all distributors in the United States as well as raising Biodex product prices 2% on all products effective January 1, 2024 for the US market. The management believes these new targets and price increases should have a positive impact on the current quarter.

"I am pleased we were able to restructure and extend this last part of our acquisition debt obligation," said Mike Seckler, CEO of Evome Medical Technologies Inc. "This enables the Company to use capital in the coming quarters to accelerate growth and work towards building cash on our balance sheet. 2024 is shaping up to be an exciting year for us. We have two new products we expect to launch shortly. We have a new sales and marketing team that has improved our distribution contracts by incorporating performance metrics including volume minimums. We have reorganized the board of directors and the top management to focus on our business plan. This debt extension follows my plan to provide time and space to execute our business plan over the next 18 months. As part of the negotiations with the Simbex sellers, we made sure this debt extension did not violate any of the terms of our previous agreement executed with holders of our other acquisition debt and our current bank lines."

For more information please contact:‎

‎ ‎

Mike Seckler

Chief Executive Officer

Tel: 1 (800) 760-6826‎

Email: info@evomemedical.com

Additional Information

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.‎

Unless otherwise specified, all dollar amounts in this press release are expressed in Canadian ‎‎dollars.‎


Certain statements contained in this press release constitute "forward-looking information" within the ‎meaning of ‎‎the Private Securities Litigation Reform Act of 1995 and applicable Canadian securities ‎laws. These statements can ‎‎be identified by the use of forward-looking terminology such as "expects" ‎‎"believes", "estimates", "may", "would", ‎‎‎"could", ‎‎"should", "potential", ‎‎‎‎‎"will", "seek", "intend", ‎‎"plan", and "anticipate", and similar expressions as they ‎‎relate ‎‎‎‎to the Company, including: the Company executing a definitive agreement with the Simbex sellers and closing the transaction as contemplated by the LOI disclosed herein; and the timing and number of products the Company intends to launch. All ‎statements ‎other than statements of ‎historical fact may be forward-looking‎ information. Such ‎statements ‎‎reflect the Company's current views and intentions with respect to future ‎events, and ‎current information ‎available ‎to the Company, and are subject to certain risks, ‎uncertainties and ‎assumptions, including: the successfully negation and execution of a definitive agreement related to the LOI disclosed herein; the Company receiving all necessary approvals ‎for the transaction described herein; and all ‎conditions to closing the transaction described herein being satisfied or waived. The Company cautions that ‎the forward-looking statements contained ‎herein are qualified by important ‎factors that could cause ‎actual results to differ materially from those reflected by ‎such statements. Such factors ‎include but ‎are not limited to the ‎‎general business and ‎‎economic ‎conditions in the ‎regions in ‎which the Company ‎‎operates; the ability of the Company to execute on key ‎‎priorities, ‎including the ‎successful completion ‎of ‎acquisitions, business‎ retention, and‎‎ strategic plans and to‎‎ attract, develop ‎and retain key ‎‎executives; difficulty ‎integrating newly acquired businesses; ‎‎ongoing or new disruptions in the supply ‎chain, the ‎extent and scope of ‎such supply chain disruptions, and the timing or extent of the resolution ‎or improvement of ‎such disruptions; the ‎ability to‎‎‎ implement business strategies and pursue business ‎opportunities; ‎‎disruptions in or ‎attacks (including ‎‎cyber-attacks) on the Company's information ‎technology, internet, network access or other ‎‎voice ‎or data ‎‎communications systems or services; the ‎evolution of various types of fraud or other ‎‎‎criminal behavior to ‎which ‎ ‎the Company is exposed; the ‎failure of third parties to comply with their obligations to ‎‎ the Company or its ‎‎‎affiliates; the‎ impact of ‎new and changes to, or application of, current laws and regulations; ‎granting of permits ‎‎and licenses ‎in a highly regulated business; the ‎overall difficult ‎‎‎‎‎litigation environment, including in the United ‎‎‎States; increased competition; changes in foreign currency rates; ‎increased ‎‎‎‎funding ‎costs and market ‎volatility due ‎‎to market illiquidity and competition for funding; the ‎availability of funds ‎‎‎‎and ‎resources to pursue operations; ‎‎critical ‎accounting estimates and changes to accounting standards, ‎policies,‎‎‎‎ and methods used by the Company; ‎the ‎occurrence of natural and unnatural‎‎ catastrophic ‎‎events ‎and claims ‎‎‎‎resulting from such events; as well as ‎those ‎risk factors discussed or ‎referred to ‎in ‎the ‎Company's disclosure ‎documents filed with United States ‎Securities and ‎Exchange Commission ‎‎and ‎available at ‎www.sec.gov, and with ‎the securities regulatory authorities ‎in certain ‎provinces of ‎Canada and ‎‎available at ‎www.sedarplus.ca. Should any ‎factor affect the Company in an ‎unexpected ‎‎manner, or should ‎‎assumptions underlying ‎the forward-looking ‎information prove incorrect, the actual ‎‎results or ‎events may differ ‎‎materially from the results ‎or events predicted. ‎Any such forward-looking ‎information ‎is ‎expressly qualified in its ‎‎entirety by this cautionary ‎statement. Moreover, ‎the Company ‎does not assume ‎‎responsibility for the accuracy or ‎‎completeness of such ‎forward-looking ‎information. ‎The forward-looking ‎‎information included in this press release ‎‎is made as of the ‎date of this press ‎‎release and the Company undertakes ‎‎no obligation to publicly update or revise ‎‎any forward-‎looking ‎information, ‎other than as required by applicable ‎‎law‎.


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Document and Entity Information Document
Feb. 08, 2024
Document Information [Line Items]  
Document Type 8-K
Document Creation Date Feb. 08, 2024
Document Period End Date Feb. 08, 2024
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Entity Registrant Name Evome Medical Technologies Inc.
Entity Address, Address Line One 49 Natcon Dr
Entity Address, City or Town Shirley
Entity Address, State or Province NY
Entity Address, Country US
Entity Address, Postal Zip Code 11967
Entity Incorporation, State Country Name A1
City Area Code 800
Local Phone Number 760-6826
Entity File Number 333-255642
Entity Central Index Key 0001617765
Entity Emerging Growth Company true
Entity Tax Identification Number 00-0000000
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Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false

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