Medivolve Announces CAN $1.2 Million Convertible Note Financing

Medivolve Inc.

Medivolve Inc.

NOT FOR DISTRIBUTION IN THE UNITED NATIONS NEWSWIRE SERVICES, NOR FOR DISSEMINATION IN UNITED STATES

TORONTO, Dec. 23, 2022 (GLOBE NEWSWIRE) — Medivolve Inc. (“Medivolve” or the “Company”) (NEO:MEDV; FRA:4NC), a healthcare technology and services company, today announced a secured convertible note financing in the amount of CAN $1.2 million, which includes a CAN $200,000 original issue discount (“OID”).

Secured Convertible note – Canadian $1.2 Million

This investment will be in the form of a secured convertible note (the “Note”) with a face value of CAN $1.4 million, for aggregate gross proceeds to the Company of CAN $1.2 million after deduction of the OID. Cumulative interest shall be payable at an annual rate of 8.0% on the principal amount. The Note is expected to mature on December 31, 2023 and will be convertible, at the option of the holder after four months and one day following issuance and subject to certain conditions, into units (the “Units”) at a price of CAN $0.40 per Unit. All amounts outstanding under the Note are expected to be secured by a first ranking security interest over all of the Company’s present and after acquired personal property. Closing of the Note financing will be subject to NEO approval. Due diligence must be completed and legal documentation must be filed. This is expected to occur around December 30, 2022. No finder’s fees are expected to be paid in connection with the offering.

Each Unit will consist of one common share of the Company and one common share purchase warrant (a “Warrant”). The holder of each Warrant can acquire one common stock of the Company for CAN $0.50 over five years from the date of the closing of the offering. The proceeds will be used to repay existing loans and for general working capital.

Medivolve

Medivolve (NEO/MEDV; OTC/MEDVD; FRA/4NC) is a US-based healthcare technology company. It aims to revolutionize the US healthcare system through a bespoke platform for telehealth, a clinical diagnostic network and an AI framework that uses data to improve patient care.

The healthcare crisis led to the creation of the Company. To rethink, learn, and finally, to reimagine the way the healthcare system should operate, the Company was created. Our network, which includes retail collection sites, plays an important part in recovery. It provides access to affordable, fast and accurate clinical services for Americans whenever they need them. These centers will play an important role in the provision of point-of-care services such as vaccinations and diagnostic testing. We are creating disruptive technologies to make it easier to detect, treat and prevent medical issues. We are aiming to empower patients with a holistic view of their health.

Our long-term goal is to solve the systemic problems in the nation’s expensive, fragmented and overly complicated healthcare system. Medivolve’s next stage of growth will be about pivoting the business model and building a successful health-tech company. We are establishing a single technology network to offer data-driven physician consultations, clinic diagnostics, prescription services, and a single, seamless network. Our collective purpose is to harness the transformative power technology has to help create healthier lives.

We are developing an AI-driven platform that is bespoke and intelligent. This system will constantly get smarter and help doctors identify critical health issues. It will also provide a high level personalization for each patient.

Contact: David Preiner, [email protected], 702-990-3737.

Forward-looking Information: Cautionary Note

This press release contains “forward‑looking information” within the meaning of applicable Canadian securities legislation. Forward‑looking information includes, but is not limited to, statements regarding the convertible note financing, the anticipated use of proceeds and the expected closing date, and the Company’s future plans. Generally, forward‑looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward‑looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward‑looking information, including but not limited to: general business, economic, competitive, political and social uncertainties; accidents, labour disputes and shortages and other risks of the healthcare industry. The Company has tried to identify the important factors that could lead to actual results being different from those indicated in forward-looking material, but other factors may also play a role. These statements are not guaranteed to be accurate. Actual results and future events can differ materially from what is stated. Accordingly, readers should not place undue reliance on forward‑looking information. Except as required by applicable securities laws, the Company will not update forward-looking information.

The securities to be offered in the financing or any subsequent conversions have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release does not constitute an offer or solicitation to sell securities in the United States. Nor shall these securities be sold in any jurisdiction where such an offer, solicitation, or sale would be illegal.

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