CardioComm Solutions to Settle Outstanding Debt with Shares

Rhea-AI Summary

CardioComm Solutions announced plans to settle $418,340.10 in outstanding debt by issuing 41,834,010 common shares at a deemed price of $0.01 per share. This transaction will retire $345,261.46 in structured debt and $73,078.64 in operational debt. The issuance of shares is pending TSX Venture Exchange approval and will be subject to a four-month hold period. Additionally, some transactions involve directors and are considered 'related party transactions' under Multilateral Instrument 61-101, but they are exempt from formal valuation and minority shareholder approval due to their fair market value being below 25% of the company's market capitalization.

Positive

• Debt Reduction: The company will retire $418,340.10 in outstanding debt, which includes $345,261.46 in structured debt and $73,078.64 in operational debt.
• Approval Pending: The debt settlement agreement is subject to TSX Venture Exchange approval, indicating a regulated and transparent process.
• Director Participation: Involvement of directors in the debt settlement indicates internal support for the financial strategy.

Negative

• Share Dilution: Issuing 41,834,010 common shares could dilute the value of existing shares, potentially impacting current shareholders negatively.
• Hold Period: The new shares will be subject to a four-month hold period, limiting immediate liquidity for creditors who receive these shares.
• Related Party Transactions: Transactions with directors, although exempt from certain regulatory requirements, can raise concerns about potential conflicts of interest.

Toronto, Ontario--(Newsfile Corp. - June 3, 2024) - CardioComm Solutions, Inc. (TSXV: EKG) ("CardioComm" or the "Company"), a global medical provider of consumer heart monitoring and medical electrocardiogram ("ECG") software solutions, is pleased to announce that it will enter into debt settlement agreements with certain creditors of the Company, pursuant to which the Company will issue an aggregate of 41,834,010 common shares of the Company ("Shares") to the creditors at a deemed price of $0.01 per Share to settle an aggregate of $418,340.10 in outstanding debt owed by the Company. The debt to be settled includes retiring $345,261.46 in structured debt and $73,078.64 in operational debt. When issued, the Shares will be subject to a four month hold period in accordance with applicable securities laws and the policies of the TSX Venture Exchange. The debt settlement transactions and the issuance of the Shares thereunder is subject to receipt of approval from the TSX Venture Exchange.

Certain directors of the Company participated in the debt settlement transactions, and each transaction with a director is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). Each transaction with a director of the Company is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of each transaction does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.

To learn more about CardioComm's products and for further updates regarding HeartCheck™ ECG device integrations please visit the Company's websites at www.cardiocommsolutions.com and www.theheartcheck.com.

About CardioComm Solutions
CardioComm Solutions' patented and proprietary technology is used in products for recording, viewing, analyzing and storing electrocardiograms for diagnosis and management of cardiac patients. Products are sold worldwide through a combination of an external distribution network and a North American-based sales team. CardioComm Solutions has earned the ISO 13485 certification, is HIPAA compliant and holds clearances from the European Union (CE Mark), the USA (FDA) and Canada (Health Canada).

FOR FURTHER INFORMATION PLEASE CONTACT:
Etienne Grima, Chief Executive Officer
1-877-977-9425 x227
egrima@cardiocommsolutions.com
investor.relations@cardiocommsolutions.com

Forward-looking statements
This release may contain certain forward-looking statements and forward-looking information with respect to the financial condition, results of operations and business of CardioComm Solutions and certain of the plans and objectives of CardioComm Solutions with respect to these items. Such statements and information reflect management's current beliefs and are based on information currently available to management. By their nature, forward-looking statements and forward-looking information involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements and forward-looking information.

In evaluating these statements, readers should not place undue reliance on forward-looking statements and forward-looking information. The Company does not assume any obligation to update the forward-looking statements and forward-looking information contained in this release other than as required by applicable laws, including without limitation, Section 5.8(2) of National Instrument 51-102 (Continuous Disclosure Obligations).

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/211626

FAQ

What is CardioComm Solutions' stock symbol?

CardioComm Solutions' stock symbol is EKG.

How much debt is CardioComm Solutions settling?

CardioComm Solutions is settling $418,340.10 in outstanding debt.

How many shares will CardioComm Solutions issue to settle the debt?

CardioComm Solutions will issue 41,834,010 common shares.

What is the deemed price per share for the debt settlement?

The deemed price per share for the debt settlement is $0.01.

What are the types of debt being settled by CardioComm Solutions?

CardioComm Solutions is settling $345,261.46 in structured debt and $73,078.64 in operational debt.

Are the new shares subject to any hold period?

Yes, the new shares will be subject to a four-month hold period.

What approval is required for CardioComm Solutions' debt settlement?

The debt settlement is subject to approval from the TSX Venture Exchange.

What is a 'related party transaction' in the context of CardioComm Solutions' debt settlement?

Transactions involving directors of the company are considered 'related party transactions' under Multilateral Instrument 61-101.