TSXV: CHIP.H
CALGARY, AB, Dec. 22, 2021
/CNW/ - Health Logic Interactive Inc. ("Health
Logic" or the "Company") (TSXV: CHIP.H) (OTCPK: CHYPF)
is pleased to announce that it has completed the previously
announced sale of its wholly owned subsidiary, My Health Logic
Inc., ("My Health Logic") to Marizyme, Inc.
("Marizyme"), a Nevada
medical device company publicly-traded on the OTCQB (the
"Transaction"). Under the terms of the Arrangement
Agreement, Marizyme has received all of the issued and outstanding
shares of My Health Logic in exchange for 4,600,000 shares of
common stock of Marizyme ("Marizyme Shares"). As a result of
the Transaction the Company has disposed of all or substantially
all of its assets and My Health Logic has become a wholly-owned
subsidiary of Marizyme.
Marizyme has a robust IP portfolio for its medical device
platform technologies. Its leading technology, DuraGraft®, is
currently under pre-submission review with the United States Food
and Drug Administration ("FDA"). DuraGraft® is approved
in 34 countries and has already achieved initial commercial sales
in Europe and Asia. Marizyme intends to pursue a listing on
the NASDAQ Stock Market ("NASDAQ") within the next twelve
months.
The co-founders of My Health Logic: Braeden Lichti, George
Kovalyov, and Harrison Ross
(the "Co-Founders") commented "As a team, and with the sale
of My Health Logic, we were able to receive a return of just over
77% on our latest financing. We congratulate the founding
scientific members and our co-managers in working together to close
this transaction in a timely manner. We are looking forward to
being a part of Marizyme and working to provide the Health Logic
shareholders with continued value as we embark on new
ventures."
At this time, the Company will continue to trade as a public
entity on the NEX Board of the TSXV ("NEX") and intends to
pursue a financing to commence its search for new assets to develop
and make an application to the TSXV for a reactivation to Tier 2 of
the TSXV from the NEX. The reactivation will be subject to meeting
all continued listing requirements of Tier 2 of the TSXV.
Terms of the Transaction
The Transaction was effected by way of a plan of arrangement
under the Business Corporations Act (British Columbia) (the "BCBCA"). Under
the terms of the Arrangement Agreement, Marizyme has acquired all
of the issued and outstanding shares in the capital of My Health
Logic, being 6,252,293.52 issued common shares, and in exchange the
Company is entitled to receive a total of 4,600,000 Marizyme
Shares.
In connection with the plan of arrangement, Marizyme has issued
4,370,000 Marizyme Shares to the Company ("Initial Share
Consideration"). Subsequently, Marizyme will issue 230,000
Marizyme Shares to the Company ("Holdback Share
Consideration"). The Initial Share Consideration will be
distributed by the Company to the Company's shareholders, less a 5%
holdback by the Company to meet solvency requirements and
responsibly continue with the operations of Health Logic
("Company Holdback Shares"). Each of the Company's
shareholders (other than shareholders who have dissented pursuant
to the provisions of the BCBCA) receiving Marizyme Shares will do
so in proportion to their pro rata share of total Company
Shares issued and outstanding at such time. The record date for the
distribution of such Marizyme Shares to the shareholders of the
Company will be December 24, 2021
with the actual distribution of the shares occuring on December 29, 2021. The Holdback Share
Consideration will be administered and released to the Company in
accordance with the terms of the Arrangement Agreement.
The Transaction was unanimously approved by the Board of
Directors of the Company. The Board of Directors of the
Company has obtained a fairness opinion from Evans & Evans,
Inc. ("Evans & Evans") that states, subject to certain
conditions, that the Transaction is fair, from a financial point of
view, to the Company.
About the Company
Health Logic Interactive is a public entity on the NEX
Board of the TSXV ("NEX") and intends to pursue a financing
to commence its search for new assets to develop and make an
application to the TSXV for a reactivation to Tier 2 of the TSXV
from the NEX. The reactivation will be subject to meeting all
continued listing requirements of Tier 2 of the TSXV. For more
information visit us at our website:
www.healthlogicinteractive.com
Further information regarding Health Logic Interactive Inc. and
its disclosure documents are available on SEDAR 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.
Cautionary Notes
Certain statements contained in this press release constitute
"forward-looking statements". All statements other than statements
of historical fact contained in this press release, including,
without limitation, the method of distribution of Marizyme Shares
to shareholders of the Company; the release of the Holdback Share
Consideration in accordance with the Arrangement Agreement; the
involvement of the Co-Founders in Marizyme following the close of
the Transaction; the listing of the Marizyme Shares on the NASDAQ;
the financing to be pursued by the Company; the reactivation of the
Company to the TSXV; the expected FDA submissions of DuraGraft; the
potential synergies anticipated in connection with the
Transaction; and the Company's strategy, plans, objectives,
goals and targets, and any statements preceded by, followed by or
that include the words "believe", "expect", "aim", "intend",
"plan", "continue", "will", "may", "would", "anticipate",
"estimate", "forecast", "predict", "project", "seek", "should" or
similar expressions or the negative thereof, are forward-looking
statements. These statements are not historical facts but instead
represent only the Company's expectations, estimates and
projections regarding future events. These statements are not
guarantees of future performance and involve assumptions, risks and
uncertainties that are difficult to predict. Therefore, actual
results may differ materially from what is expressed, implied or
forecasted in such forward-looking statements. Additional factors
that could cause actual results, performance or achievements to
differ materially include, but are not limited to the risk factors
discussed in the Company's Management's Discussion and
Analysis for the year ended December 31,
2020. Management provides forward-looking statements because
it believes they provide useful information to investors when
considering their investment objectives and cautions investors not
to place undue reliance on forward-looking information.
Consequently, all of the forward-looking statements made in this
press release are qualified by these cautionary statements and
other cautionary statements or factors contained herein, and there
can be no assurance that the actual results or developments will
be realized or, even if substantially realized, that they will
have the expected consequences to, or effects on, the Company.
These forward-looking statements are made as of the date of this
press release and the Company assumes no obligation to update or
revise them to reflect subsequent information, events or
circumstances or otherwise, except as required by law.
SOURCE Health Logic Interactive Inc.