MedX, headquartered in Ontario, Canada, is a leading medical device and software company focused on skin health with its SIAscopy® on DermSecure® telemedicine platform, utilizing its SIAscopy® technology.
MedX Health Corp. (“MedX” or the “Company”) (TSXV: MDX), a global leader in teledermatology, is pleased to announce that, further to its Press Release dated November 18, 2022, it has closed a private placement financing to raise $1.5 million by issuance of a Secured Convertible Debenture (“Convertible Debenture”).
Secured Convertible Debenture
Under the terms of the Convertible Debenture, funding of $1.5 million has been drawn down on the express basis that the funds advanced may be applied specifically and only to expenses notified to and approved by the Lender. Interest is payable at 8% per year, payable Quarterly. The Convertible Debenture is secured by a fixed and floating charge over all assets and undertaking of the Borrower, has a Term expiring on December 31, 2027, and is subject to customary provisions in the event of default. The Convertible Debenture is convertible into units (“Unit(s)”) at the option of the Lender. Each Unit shall comprise one common share and one share purchase Warrant (“Warrant(s)”). The Conversion Price shall be $0.05 per Unit if the Conversion Right is exercised prior to November 18, 2023, which is the first anniversary of the original Price Reservation Date for this placement, and $0.10 per Unit thereafter for the remainder of the Term. The Exercise Price of Warrants is $0.20, and the expiration date of any Warrants issued shall be December 31, 2027. Any securities issued or issuable on Conversion or on exercise of Warrants will be subject to a four month hold period from the original issue date of the Convertible Debenture.
Related party transaction.
The sole subscriber under the placement is Forest Lane Holdings Limited, a company controlled by David Hennigar, a director of the Company, and accordingly this is a “related party transaction” as such term is defined by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). In order to comply with the Policies of the TSXV, the Convertible Debenture and the underlying Warrant comprised in the Units each contain provisions requiring disinterested shareholder approval, as envisaged by MI 61-101, prior to either Conversion of the Debenture or Exercise of any Warrants in the event that the share issuance on Conversion or Exercise, as the case may be, would take the shareholding of the Debenture holder of 20% or more of the then-issued and outstanding shares. In connection with the issuance of the Convertible Debenture, the Company relies on exemptions from formal valuation and minority shareholder approval requirements set out in MI 61-101 as (a) the fair market value of the proposed placement to Forest Lane Holdings Limited does not exceed 25% of the market capitalization of the Company and the conditions in section 5.7(1)(a) of MI 61-101 are met, (b) the fair market value of the securities being distributed is less than $2,500,000 and the conditions in section 5.7(1)(b) of MI 61-101 are met, and (c) the financial hardship provisions of section 5.7(1)(e) of MI 61-101 are met.
About MedX Health Corp:
MedX, headquartered in Ontario, Canada, is a leading medical device and software company focused on skin health with its SIAscopy® on DermSecure® telemedicine platform, utilizing its SIAscopy® technology. SIAscopy® is also imbedded in its products SIAMETRICS®, SIMSYS®, and MoleMate®, which MedX manufactures in its ISO 13485 certified facility. SIAMETRICS®, SIMSYS®, and MoleMate® include hand-held devices that use patented technology utilizing light and its remittance to view suspicious moles and lesions up to 2mm beneath in a pain-free, non-invasive manner. Its patented software then creates real-time images for physicians and dermatologists to evaluate all types of moles or lesions within seconds. These products are cleared by Health Canada, the U.S. Food and Drug Administration, the Therapeutic Goods Administration and Conformité Européenne for use in Canada, the U.S., Australia, New Zealand, the European Union, Brazil and Turkey.
Source: MedX Health Corp.
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