Cloud DX Inc (TSX-V:CDX, OTCQB:CDXFF) has announced a private placement financing of up to 17,857,142 units at a price of $0.14 each for aggregate gross proceeds of up to $2.5 million.
In addition to that offering, Cloud DX said it intends to complete a concurrent private placement of up to 21,428,571 units to certain insiders and other purchasers under applicable exemptions under NI 45-106 for aggregate gross proceeds of up to $3 million.
B&M Miller Equity Holdings Inc and Dr Gaurav Puri have subscribed, as lead orders in the concurrent placement, for 10,442,857 units for aggregate gross proceeds of $1,462,000. B&M Miller Equity Holdings is a holding company controlled by Brad Miller, a director of company and its largest shareholder, and Dr Puri is also a director of the company.
Cloud DX said it intends to use the net proceeds of the offering and the concurrent placement for inventory, sales, marketing (particularly in the US), working capital and general corporate purposes.
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Each unit in the placements will be comprised of one common share in the capital of the company and one common share purchase warrant. Each warrant entitles the holder to purchase one additional common share at a price of $0.21 each for a period of three years following the closing date of the offering, subject to an accelerated expiry.
If, at any time, the closing price of the company's common shares is greater than $0.42 for 20 consecutive trading days, the company may provide written notice to the holders that the expiry of the warrants shall be accelerated to a date that is not less than 15 days from the date of that notice.
The placement units will be subject to a four-month hold period.
The closing dates of the offering and the concurrent placement are expected to occur on or about January 27, 2023, or such later date or dates as the company may determine, and are subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including conditional approval from the TSX Venture Exchange. Completion of the offering is not conditional upon the completion of the concurrent placement or vice versa.
The securities in the offering have not been, and will not be, registered under the US Securities Act of 1933, as amended or any US state securities laws and may not be offered or sold in the US absent registration or an available exemption from the registration requirements of the US Securities Act and applicable US state securities laws.
Accelerating virtual healthcare's future, Cloud DX is making healthcare better for everyone. Its Connected Health remote patient monitoring platform is used by healthcare enterprises and care teams across North America to virtually manage chronic disease, enable ageing in place, and deliver hospital-quality post-surgical care at home.
Providers partnering with Cloud DX achieve better healthcare and patient outcomes, reduce the need for hospitalization/rehospitalization, and reduce healthcare delivery costs through more efficient use of resources. Cloud DX is the co-winner of the Qualcomm Tricorder XPRIZE, a 2021 Edison Award winner, a Fast Company 'World Changing Idea' finalist, and one of 'Canada's Ten Most Prominent Telehealth Providers'.
Contact the author at jon.hopkins@proactiveinvestors.com