Nightingale Informatix completes $2.75 million Convertible Debenture Private Placement
13 September 2012 - 1:00PM
PR Newswire (Canada)
/NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO UNITED STATES
NEWSWIRE SERVICES/ MARKHAM, ON, Sept. 13, 2012 /CNW/ - Nightingale
Informatix Corporation ("Nightingale" or the "Company"), an
application service provider (ASP) of electronic medical record
(EMR) software and related services announced that the Company has
completed a non-brokered, private placement of $2.75 million
aggregate principal amount of 12% Series B unsecured subordinated
convertible debentures for gross proceeds of $2.75 million (the
"Debentures"). The proceeds of the funding will provide additional
working capital, enabling the Company to better capitalize on the
increasing commercial opportunities in the North American
Electronic Medical Records market. The transaction is subject to
the receipt of all necessary approvals of the TSX Venture Exchange.
"This transaction better positions us to execute on our strategic
initiatives," said Sam Chebib, Chief Executive Officer,
Nightingale. "We are encouraged by the positive trends and the
increasing demand we are seeing in the North American EMR market.
With a stronger cash balance, we can act quickly to capitalize on
the growing number of opportunities in front of us." The Debentures
mature on January 15, 2016 ("Maturity"). The Debentures bear
interest at 12% which shall be calculated and payable in cash
monthly, in arrears, on the last business day of each month,
commencing on September 12, 2012. Following the first anniversary
of issuance of the Debentures, Nightingale shall have the right to
redeem the Debentures (a "Redemption") at any time, in whole or in
part, on not more than 60 days and not less than 30 days prior
notice at a price equal to their principal amount plus accrued and
unpaid interest. The Debentures shall be convertible (a
"Conversion") at the holder's option into fully-paid common shares
("Debenture Shares") at any time prior to Maturity or Redemption at
a conversion price of $0.35 per Debenture Share. The conversion
price represented a 40% premium to the 30 day volume weighted
average trading price, established at the market close September
12, 2012. The Debentures, which shall not be listed on any market,
have a four-month statutory hold period. Pursuant to Multilateral
Instrument 61-101 ("MI 61-101"), the Convertible Debenture offering
is a "related party transaction" as Brian Schachter and
George Christodoulou, Directors of the Company, an immediate family
member of Sam Chebib, the Chief Executive Officer of the Company,
Michael Ford, the Chief Financial Officer of the Company, and
Trevor Henderson the Executive VP of Operations of the Company
participated in the Debenture offering. Brian Schachter, George
Christodoulou, Sam Chebib, Michael Ford, and Trevor Henderson
currently hold or control 14,769,447, 4,707,408, 11,018,183, nil,
and 15,000 common shares of the Company respectively, representing
approximately 19.4%, 6.2%, 14.4%, 0%, and 0% of the issued and
outstanding common shares, respectively. Assuming the full
conversion of any existing Nightingale convertible debenture
holdings and the Debentures acquired in this offering, Brian
Schachter, George Christodoulou, Sam Chebib, Michael Ford, and
Trevor Henderson will hold or control 19,055,161, 5,421,694,
13,303,897, 285,714, and 300,714 common shares representing 23.6%,
7.0%, 16.9%, 0.4%, and 0.4% of the issued and outstanding common
shares calculated on a diluted basis, respectively. None of the
aforementioned directors voted in connection with the approval of
the Debenture offering. The Company is exempt from the formal
valuation requirement of MI 61-101 in connection with issuing the
Debentures in reliance on section 5.5(b) of MI 61-101 as no
securities of the Company are listed or quoted for trading on the
Toronto Stock Exchange, the New York Stock Exchange, the American
Stock Exchange, the NASDAQ Stock market or a stock exchange outside
of Canada and the United States. Additionally, the Company is
exempt from obtaining minority shareholder approval in connection
with issuing the Debentures in reliance on section 5.7(1) (a) as
the fair market value of the Debenture Offering does not, as far as
it involves the aforementioned parties, exceed 25% of the market
capitalization of the Company. About Nightingale Nightingale is one
of the fastest growing health care service and software companies
in North America and is recognized as an industry leader in
Web-based clinician and community based electronic medical records
(EMR) serving the needs of small primary care practices,
multi-physician outpatient clinics, and large scale regional health
organizations and networks. Coupled with integrated practice
management, transcription and revenue cycle management,
Nightingale's comprehensive service offering allows customers to
enhance patient care, increase revenue opportunities and optimize
operations. Nightingale is continuously innovating and enhancing
its services to meet the needs of its growing and diverse customer
base. Nightingale - Healthcare connected. www.nightingalemd.com
Forward Looking Statement This press release contains
"forward-looking statements" respecting the issuance and
cancellation of securities of the Company within the meaning of
applicable Canadian securities legislation. Generally,
forward-looking statements 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
statements are subject to known and unknown risks, uncertainties
and other factors that may cause the actual results, level of
activity, performance or achievements of Nightingale to be
materially different from those expressed or implied by such
forward-looking statements, including but not limited to: risks
related to the speculative nature of the medical software industry,
which is affected by numerous factors beyond Nightingale's control;
the ability of Nightingale to successfully integrate its
acquisitions and any liabilities arising as a result of such
acquisitions, access to capital and agreements with its lenders;
the existence of present and possible future government regulation;
access to debt or equity financing and agreements with its Lenders;
the significant and increasing competition that exists in the
medical software industry; the early stage of Nightingale's
business; and therefore it is subject to the risks associated with
early stage companies, including uncertainty of revenues, markets
and profitability and the need to raise additional funding. All
material assumptions used in making forward-looking statements are
based on management's knowledge of current business conditions and
expectations of future business conditions and trends. Although
management believes the assumptions used to make such statements
are reasonable at this time, our assumptions may not to be as
anticipated, estimated or intended. Certain material factors or
assumptions applied by management in making forward-looking
statements, include without limitation, factors and assumptions
regarding Nightingale's continued ability to fund its business,
rates of customer defaults, relationships with, and payments to,
lenders, demand for Nightingale's products, as well as
Nightingale's operating cost structure. Although Nightingale has
attempted to identify important factors that could cause actual
results to differ materially from those contained in
forward-looking statements, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can
be no assurance that such statements will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking statements. Nightingale
does not undertake to update any forward-looking statements that
are incorporated by reference herein, except in accordance with
applicable securities laws. Further information on Nightingale
Informatix Corporation is available at www.sedar.com. Neither the
TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this
release. Nightingale Informatix Corporation CONTACT: Michael Ford,
CFONightingale Informatix CorporationTel:
905-307-7870mford@nightingalemd.com
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