Victory Square Technologies Inc (CSE:VST, OTCQX:VSQTF). (VST) said its wholly owned subsidiary Draft Label Technologies Inc has entered into a definitive agreement with 288273 B.C. Ltd. (AcquisitionCo) for a combination of the two businesses through a share exchange agreement effective on September 28, 2022.
The agreement, which follows a letter of intent signed between AcquisitionCo and Draft Label on June 23, 2022, will result in Draft Label becoming a wholly owned subsidiary of AcquisitionCo.
AcquisitionCo will use the funds from the proposed transaction to grow and scale DiscreetCare.com, a full-service web app for the treatment of sensitive and delicate medical issues such as hair loss, erectile dysfunction, premature ejaculation, genital herpes, cold sores, acne, and bladder control issues.
The DiscreetCare app also offers at-home testing for sexually transmitted diseases (STDs), testosterone and fertility as well as treatment for a broader range of sensitive medical issues.
"The vision for DiscreetCare is to be a one-stop provider for what many consider 'delicate' medical issues,” VST CEO Shafin Diamond Tejani said in a statement. Our web app gives users access to testing, treatment and prescriptive medicinal remedies - all from the convenience and privacy of one's mobile device."
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Under the share exchange agreement, AcquisitionCo will acquire all equity interests of Draft Label and the shareholders of Draft Label will receive shares of AcquisitionCo in exchange for their holdings in Draft Label.
Following the proposed transaction, Draft Label will become a wholly owned subsidiary of AcquisitionCo, whose existing shareholders, which include VST, are expected to own a majority of the outstanding AcquisitionCo common shares.
AcquisitionCo will then be renamed to such name as mutually agreed to by VST, Draft Label and AcquisitionCo.
In connection with the proposed transaction, AcquisitionCo has agreed to provide Draft Label with a bridge loan of $125,000 within five days of the signing of the share exchange agreement, which Draft Label intends to use for working capital purposes.
The parties to the share exchange agreement will prepare a non-offering prospectus of AcquisitionCo and a listing statement, which will be filed on SEDAR as soon as practicable.
VST highlighted convenience as one of the many benefits offered to users of DiscreetCare. In addition, DiscreetCare offers doctor evaluations, and FDA-approved medications with competitive pricing via the company's Pharmacy Network, it said.
For users wanting a more personal touch or in-depth medical consultation, DiscreetCare will be offering private virtual appointments with a certified doctor from the company's vast network of physicians across all 50 states, VST added.
The completion of the proposed share exchange transaction is subject to the satisfaction of certain conditions, including conditional approval by the Canadian Securities Exchange for the listing of the common shares in AcquisitionCo.
Subject to the conditions being met, the transaction is expected to be completed no later than March 31, 2023.
VST also announced that all earn-out milestones with respect to the acquisition of IV Hydreight Inc. have been met by the vendor and the company has therefore issued an aggregate of 1,634,271 common shares at a deemed price of $0.782 per share in satisfaction of the earn-out.
Victory Square builds, acquires and invests in promising startups, then provides the senior leadership and resources needed for fast-track growth.
Contact the author at jon.hopkins@proactiveinvestors.com