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NuGen Announces Closing of Private Placement of $10 million Secured Convertible Debentures

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NuGen Medical Devices Inc. (TSXV: NGMD) has announced the closing of a C$10 million private placement of secured convertible debentures with Sol-Millennium Medical HK and Nature Health Development (Hong Kong) Co. The funds will be used for working capital, production expansion, and fulfilling global sales orders. The debentures mature in 5 years, bear 12% annual interest, and are convertible into units at $0.10 per unit.

In connection with this investment, Liang Lin has been appointed as Executive Chairman, and Liang Lin and Kwun Loy Liu have joined the board of directors. The company also announced the resignation of Ian Heynen as CEO, with Karen Dunlap assuming the role of interim CEO. NuGen will seek shareholder approval for these changes at a special meeting on November 14, 2024.

NuGen Medical Devices Inc. (TSXV: NGMD) ha annunciato la chiusura di un collocamento privato di 10 milioni di dollari canadesi di obbligazioni convertibili garantite con Sol-Millennium Medical HK e Nature Health Development (Hong Kong) Co. I fondi saranno utilizzati per capitale circolante, espansione della produzione e soddisfacimento degli ordini di vendita globali. Le obbligazioni scadono in 5 anni, portano un interesse annuo del 12% e possono essere convertite in unità a $0,10 per unità.

In connessione con questo investimento, Liang Lin è stato nominato Presidente Esecutivo e Liang Lin e Kwun Loy Liu si sono uniti al consiglio di amministrazione. L'azienda ha anche annunciato la dimissione di Ian Heynen come CEO, con Karen Dunlap che assume il ruolo di CEO ad interim. NuGen chiederà l'approvazione degli azionisti per queste modifiche in un'assemblea speciale il 14 novembre 2024.

NuGen Medical Devices Inc. (TSXV: NGMD) ha anunciado el cierre de un colocación privada de 10 millones de dólares canadienses en bonos convertibles asegurados con Sol-Millennium Medical HK y Nature Health Development (Hong Kong) Co. Los fondos se utilizarán para capital de trabajo, expansión de producción y cumplimiento de pedidos de ventas globales. Los bonos vencen en 5 años, tienen un interés anual del 12% y son convertibles en unidades a $0.10 por unidad.

En relación con esta inversión, Liang Lin ha sido nombrado Presidente Ejecutivo, y Liang Lin y Kwun Loy Liu se han unido a la junta directiva. La empresa también anunció la renuncia de Ian Heynen como CEO, con Karen Dunlap asumiendo el rol de CEO interina. NuGen buscará la aprobación de los accionistas para estos cambios en una reunión especial el 14 de noviembre de 2024.

NuGen Medical Devices Inc. (TSXV: NGMD)는 Sol-Millennium Medical HK 및 Nature Health Development (Hong Kong) Co.와 1천만 캐나다 달러의 유치사채 민간 배정을 마감했다고 발표했습니다. 자금은 운영 자본, 생산 확장 및 글로벌 판매 주문 이행에 사용될 예정입니다. 채권은 5년 후 만기되며 연 12%의 이자를 부과하고, 유닛당 $0.10에 유닛으로 전환할 수 있습니다.

이번 투자와 관련하여 Liang Lin이 전무 의장으로 임명되었습니다, 그리고 Liang Lin과 Kwun Loy Liu가 이사회에 합류했습니다. 이 회사는 또한 Ian Heynen이 CEO로서 사임했다는 사실을 발표했습니다, Karen Dunlap이 임시 CEO 역할을 맡습니다. NuGen은 2024년 11월 14일 특별 회의에서 이러한 변경 사항에 대한 주주 승인을 요청할 것입니다.

NuGen Medical Devices Inc. (TSXV: NGMD) a annoncé la conclusion d'un placement privé de 10 millions de dollars canadiens d'obligations convertibles sécurisées avec Sol-Millennium Medical HK et Nature Health Development (Hong Kong) Co. Les fonds seront utilisés pour le fonds de roulement, l'expansion de la production et l'exécution des commandes de vente mondiales. Les obligations arrivent à maturité dans 5 ans, portent un intérêt annuel de 12% et sont convertibles en unités à 0,10 $ par unité.

En lien avec cet investissement, Liang Lin a été nommé Président Exécutif, et Liang Lin et Kwun Loy Liu ont rejoint le conseil d'administration. L'entreprise a également annoncé la démission d'Ian Heynen en tant que PDG, Karen Dunlap assumant le rôle de PDG par intérim. NuGen cherchera l'approbation des actionnaires pour ces changements lors d'une réunion spéciale le 14 novembre 2024.

NuGen Medical Devices Inc. (TSXV: NGMD) hat den Abschluss einer privaten Platzierung über 10 Millionen kanadische Dollar von gesicherten wandelbaren Anleihen mit Sol-Millennium Medical HK und Nature Health Development (Hong Kong) Co. bekannt gegeben. Die Mittel werden für Betriebsgebühren, Produktionsausweitung und Erfüllung globaler Verkaufsbestellungen verwendet. Die Anleihen laufen in 5 Jahren aus, tragen einen jährlichen Zinssatz von 12% und sind in Einheiten zu 0,10 $ pro Einheit wandelbar.

Im Zusammenhang mit dieser Investition wurde Liang Lin zum Executive Chairman ernannt, und Liang Lin sowie Kwun Loy Liu sind dem Vorstand beigetreten. Das Unternehmen gab auch die Rücktritt von Ian Heynen als CEO bekannt, wobei Karen Dunlap die Rolle der Interims-CEO übernimmt. NuGen wird die Zustimmung der Aktionäre für diese Änderungen auf einer Sonderversammlung am 14. November 2024 suchen.

Positive
  • Secured C$10 million in funding through convertible debentures
  • Funds to be used for working capital and expansion of production
  • Strategic investment from Sol-Millennium Medical and Nature Health Development
  • Appointment of experienced industry leaders to the board and executive positions
Negative
  • CEO Ian Heynen has resigned
  • Potential shareholder dilution due to convertible nature of the debentures
  • High interest rate of 12% on the convertible debentures

Toronto, Ontario--(Newsfile Corp. - September 20, 2024) - NuGen Medical Devices Inc. (TSXV: NGMD) (the "Company" or "NuGen") a leading developer of needle-free devices to administer therapeutics subcutaneously, is pleased to announce that, further to its press release dated August 15, 2024, Sol-Millennium Medical HK Limited ("Sol-M") and Nature Health Development (Hong Kong) Co. Limited ("Nature Health") have completed their strategic investment in NuGen through the acquisition of an aggregate C$10,000,000 principal amount secured convertible debentures (the "Convertible Debentures") in the Company's non-brokered private placement of Convertible Debentures (the "Offering").

The Company intends to use the proceeds from the Offering for working capital purposes, expansion of production and fulfillment of increasing sale purchase orders globally.

The Convertible Debentures mature on the date that is five (5) years from the closing of the Offering (the "Maturity Date") and bear interest at a rate of 12% per annum payable on the Maturity Date in arrears. The Convertible Debentures are secured by a first ranking security interest in all of the present and after-acquired property and assets of the Company pursuant to a general security agreement entered into among the Company, Sol-M and Nature Health which includes standard default conditions customary for a transaction of this nature.

At any time prior to the close of business on the last business day immediately preceding the Maturity Date, the holders have the right, at the holder's option, to convert all or a portion of the outstanding principal amount of the Convertible Debentures into units of the Company (the "Units") at a price of $0.10 per Unit. Each Unit shall be comprised of one common share in the capital of the Company (each, a "Common Share") and one Common Share purchase warrant (each, a "Warrant") exercisable at a price of $0.10 per Common Share for a period of five years from the closing of the Offering.

Closing of the Offering is subject to receipt of the final approval of TSX Venture Exchange (the "TSXV"). All securities issued in connection with the Offering will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation.

Sol-M and Nature Health have purchased such number of Convertible Debentures in the Offering that, if and when converted into Units, and assuming the exercise of the underlying Warrants, would result in Sol-M and/or Nature Health each holding greater than 20% of the then issued and outstanding Common Shares thereby potentially making Sol-M and/or Nature Health new Control Persons (as defined in the policies of the TSXV) of the Company under applicable securities laws. Pursuant to the policies of the TSXV, the creation of a new Control Person of the Company requires shareholder approval. Consequently, the Company intends to obtain shareholder approval at a special shareholder meeting to be held on November 14, 2024 (the "Special Meeting").

Appointment of Directors and Executive Chairman

In connection with the closing of the Offering, the Company is pleased to announce the appointments of: (i) Liang Lin and Kwun Loy Liu, nominees of Sol-M and Nature Health, respectively, as directors; and (ii) Liang Lin as Executive Chairman (the "Appointments"). The Appointments remain subject to clearance of the personal information forms from the TSXV for each of Liang Lin and Kwun Loy Liu.

Liang Lin is the founder and CEO of Sol-Millennium Medical Group, dedicated to transforming the medical device sector. He launched the Sol-Millennium Medical project in Shanghai, driven by a commitment to a healthier future. His focus on innovation and patient safety has led to the development of advanced medical devices. Under his leadership, the company expanded into North America and Brazil through acquisitions of Inviro Medical Inc. and Medica Brazil, and established an EMEA office in Poland to address healthcare needs in Europe and the Middle East. Liang's expertise and dedication have positioned Sol-Millennium as a leader in the industry.

Kwun Loy Liu has over 18 years of work experience in healthcare, investment and strategic consulting across Asia, Europe and North America. He is currently the Investment Vice President at Winner Medical and leading the strategic investment effort of the group. Prior to joining Winner Medical, Mr. Liu worked at McKinsey, Morgan Stanley, Bain Capital and Shenzhen Neptunus Group. Mr. Liu is a member of the Board of Directors of Sol Millennium and holds degrees in business administration and software engineering from The University of Hong Kong.

Richard Buzbuzian, President and Director of NuGen, commented: "It's a privilege to welcome Liang Lin as our new Executive Chairman and Kwun Loy to the Company's Board of Directors as InsuJet's global expansion takes hold. With today's announcement, the roll of InsuJet™ is supported with appropriate growth capital for global distribution along with the necessary infrastructure and expertise to scale world-wide." Buzbuzian added, "On behalf of the Board of directors, I would also like to thank friend and business associates Tony Di Benedetto and Chris Irwin for their tireless contributions over the past 18 months in what has been a most rewarding journey helping people become needle free in their method of delivery of their daily care."

"As med-tech experts, our diligence showed InsuJet™ as the best needle free technology in the world and we look to make disruptive changes with it to this large global market," commented Liang Lin Executive Chairman, NuGen. "Today's announcement accelerates our mission for the world to become needle free. We want to replace the needle with InsuJet™!"

The Company will be seeking shareholder approval at the Special Meeting on November 14, 2024, to appoint an additional 3rd nominee of Sol-M and Nature Health as a director of the Company.

The Company would also like to announce the resignation of Ian Heynen as Chief Executive Officer of the Company. The Board wishes to thank Mr. Heynen for his services and wishes him all the best in his future endeavours. Karen Dunlap, the current Chief Customer Officer of the Company, will assume the role of interim Chief Executive Officer.

The Company wishes to express its sincere gratitude to Messrs. Tony Di Benedetto who is stepping down as a director and Executive Chairman and Chris Irwin who is stepping down as a director effective immediately. Their efforts and contributions have been instrumental in helping the Company advance its objectives and achieve significant progress. Mr. Tony Di Benedetto will remain with the Company in an advisory capacity.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About NuGen

NuGen is a leading developer of needle-free devices to administer therapeutics subcutaneously. The Company is marketing and selling its next-generation InsuJet™ needle-free injection system designed to improve the lives of millions of diabetics. InsuJet™ is approved for sale in 42 countries around the world.

About Sol-M

Sol-M is one of the world's largest manufacturers of needles and syringes. It is vertically integrated with locations across the globe. Sol-M's innovative technology helps positive patient outcomes, saves on medication, and enhances both clinician and patient experience. With an international sales team dedicated to delivering knowledge and outstanding customer service, Sol-M's goal is to partner with those in healthcare, focusing on a healthier tomorrow.

About Nature Health

Nature Health and its affiliates are involved in the development, manufacturing, and sales of medical consumables, including wound care, surgical products, and infection prevention solutions. Products are sold and distributed globally through the company's hospitals, pharmacies, and e-commerce platforms.

For further information, please visit:

Websites: www.insujet.com, www.nugenmd.com, www.solm.com, and www.solm.com/insujet/

Instagram: @NuGenMD

Twitter: @NuGenMD

LinkedIn: https://www.linkedin.com/company/nugenmd/
and www.linkedin.com/company/sol-millennium-medical-group/

For further information, please contact:
Richard Buzbuzian President, and Director
(647) 501-3290
richard@nugenmd.com

To arrange a media interview with NuGen, please contact:
Morna Gorman
(416) 553-1732
morna@nugenmd.com

Notice Regarding Forward-Looking Information:

Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accept responsibility for the adequacy or accuracy of this release.

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. These forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. The forward-looking information contained herein is given as of the date hereof and the Company assumes no responsibility to update or revise such information to reflect new events or circumstances, except as required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/224106

FAQ

What is the amount of the private placement secured by NuGen Medical Devices (NGMDF)?

NuGen Medical Devices (NGMDF) has secured a C$10 million private placement of convertible debentures.

Who are the strategic investors in NuGen Medical Devices' (NGMDF) recent private placement?

The strategic investors are Sol-Millennium Medical HK and Nature Health Development (Hong Kong) Co.

What are the terms of the convertible debentures issued by NuGen Medical Devices (NGMDF)?

The convertible debentures mature in 5 years, bear 12% annual interest, and are convertible into units at $0.10 per unit.

Who has been appointed as the new Executive Chairman of NuGen Medical Devices (NGMDF)?

Liang Lin has been appointed as the new Executive Chairman of NuGen Medical Devices (NGMDF).

When will NuGen Medical Devices (NGMDF) hold a special shareholder meeting to approve the new appointments?

NuGen Medical Devices (NGMDF) will hold a special shareholder meeting on November 14, 2024, to approve the new appointments.

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