Ventripoint Announces Non-Brokered Convertible Debenture Units Private Placement and Share Issuance

Core Viewpoint - Ventripoint Diagnostics Ltd. is conducting a non-brokered private placement to raise up to CDN$500,000 through unsecured convertible debenture units, which will be convertible into common shares and include purchase warrants [1][2]. Group 1: Offering Details - The offering consists of unsecured convertible debenture units, with each unit having a principal amount of $1,000 convertible into common shares at a price of $0.11 per share [1][2]. - Each unit will also include 9,000 common share purchase warrants, allowing the holder to purchase shares at $0.14 until December 31, 2027 [1][2]. - The debentures will mature on December 31, 2027, and will bear an interest rate of 10%, payable semi-annually either in cash or in common shares at a 20-day VWAP market price [3]. Group 2: Use of Proceeds - The proceeds from the offering will be utilized for operational costs related to sales and marketing, hiring additional key personnel, and general working capital purposes [5]. Group 3: Securities and Compliance - All securities issued will be subject to a hold period of four months plus one day from the closing date of the offering, and the offering is subject to approval by the TSXV [6]. - The securities will not be registered under the U.S. Securities Act of 1933 and cannot be offered or sold in the United States without proper registration or exemption [7]. Group 4: Insider Transactions and Other Issuances - The corporation has issued 564,473 common shares to settle $76,203.59 of debenture interest, with shares subject to a hold period [8]. - An insider transaction involved the issuance of 50,042 shares, which is considered a related party transaction under MI 61-101, relying on exemptions due to the transaction's market capitalization not exceeding 25% [9]. - The corporation has also issued 6,000 common shares related to the exercise of broker's warrants and 200,000 options exercised at $0.11, both subject to a hold period [10][11]. Group 5: Advisory Agreement - An advisory agreement with Fournel Advisory includes a total consideration of 265,000 options exercisable at $0.11 per share and a cash payment of USD $30,000 [12]. Group 6: Company Overview - Ventripoint has established itself as a leader in applying AI to echocardiography, with its VMS+ products providing accurate cardiac measurements comparable to MRI, supported by regulatory approvals in the U.S., Europe, and Canada [14].