TSXV: CHIP.H
CALGARY, AB, Nov. 2, 2021
/CNW/ - Health Logic Interactive Inc. ("Health
Logic" or the "Company") (TSXV: CHIP.H) (OTCPK: CHYPF)
is pleased to announce that it has entered into a definitive
arrangement agreement (the "Arrangement Agreement") pursuant
to which it will sell its wholly-owned operating 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 will receive 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"). Upon
completion of the Transaction, My Health Logic will be 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.
Upon completion of the Transaction, 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.
Quote from CEO, David
Barthel:
"We are very excited to have entered into the Arrangement
Agreement, which represents a significant milestone for the Company
and brings us one step closer to the anticipated sale of My Health
Logic. I am proud of all the work done by the Health Logic
team to date, and I look forward to bringing you more updates on
the Transaction soon."
Transaction Rationale
- The Transaction is expected to provide for the continued
advancement and growth of My Health Logic in the medical device
marketplace;
- My Health Logic will benefit from Marizyme's strong
international presence, with products approved for sale in over 30
countries and a pathway to regulatory approval in the U.S.;
- The Transaction is anticipated to strengthen My Health Logic's
developmental pipeline and diversify shareholder risk by advancing
multiple product platforms; and
- Synergies are anticipated through the overlap of talent and the
expected FDA submissions of MATLOC 1 and DuraGraft.
Terms of the Transaction
The Transaction will be 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 will acquire all
of the issued and outstanding shares in the capital of My Health
Logic, being 100 issued common shares, and in exchange the Company
will receive a total of 4,600,000 Marizyme Shares.
In connection with the plan of arrangement, Marizyme will issue
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
immediately be distributed by the Company to the Company's
shareholders, with each of the Company's shareholders (other than
shareholders who have dissented pursuant to the provisions of the
BCBCA) receiving such number of Marizyme Shares comprising the
Initial Share Consideration in proportion to their pro rata
share of total Company Shares issued and outstanding at such time.
The Holdback Share Consideration will be administered and released
to the Company in accordance with the terms of the Arrangement
Agreement. Upon closing, My Health Logic will be a wholly-owned
subsidiary of Marizyme.
The Arrangement Agreement provides that the Company is subject
to non-solicitation provisions, but the Company may exercise its
"fiduciary out" in respect of a superior proposal. If such an
occasion occurs, the Arrangement Agreement provides that the
Company will pay Marizyme $3,000,000
as liquidated damages and reimbursement of the expenses incurred by
Marizyme in connection with the Transaction. In addition, two
members of Health Logic will be appointed to the board of directors
of Marizyme, to hold such position until the first annual general
meeting of Marizyme that occurs following the closing of the
Transaction. On closing of the transaction, David Barthel will be appointed Chief Executive
Officer of Marizyme and will cease his position as Chief Executive
Officer of the Company and Harrison
Ross will become the interim CEO of Health Logic.
The Transaction is subject to, among other things, the approval
of the Supreme Court of British
Columbia, the approval of the NEX, and requires the approval
of at least two-thirds of the votes cast by Company shareholders at
the upcoming annual and special meeting of Company shareholders.
Additional details of the Transaction will be provided to Company
shareholders in an information circular expected to be mailed on
November 16, 2021. It is currently
anticipated that, subject to receipt of all regulatory, court,
shareholder and other approvals, the Transaction will be completed
by December 13, 2021.
The Transaction has been unanimously approved by the Board of
Directors of the Company. The Board of Directors of the Company
unanimously recommends that Company shareholders vote in favour of
the resolution to approve the Transaction. 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, through its wholly owned operating
subsidiary My Health Logic, is developing and commercializing
consumer focused handheld point-of-care diagnostic devices that
connect to patient's smartphones and digital continued care
platforms. The Company plans to use their patent pending
lab-on-chip technology to provide rapid results and
facilitate the transfer of that data from the
diagnostic device to the patient's smartphone. The Company
expects this data collection will allow it to better assess
patient risk profiles and provide better patient outcomes. Our
mission is to empower people with the ability to get
early detection anytime, anywhere with actionable digital
management for chronic kidney disease. For more information
visit us at: www.healthlogicinteractive.com
About Marizyme, Inc.
Marizyme is an integrated life sciences company dedicated to the
acquisition, development and commercialization of therapies that
minimize mortality and costs in the acute care space. Marizyme's
flagship product, DuraGraft®, is an intra-operative vascular graft
storage solution that inhibits endothelial damage and leads to
improved clinical outcomes by reducing the incidence of
complications associated with vein graft failure in bypass surgery.
DuraGraft® enhances coronary artery bypass grafting (CABG) surgical
outcomes by significantly reducing major adverse cardiac events
such as repeat revascularization and myocardial infarction.
DuraGraft® is approved for use in the EU and several Asian
countries but is not yet approved for use in the U.S. Marizyme is
also focused on the development and marketing of products based on
its clinically tested and previously patented protease based
therapeutic Krillase® platform. Krillase® is not yet approved for
use.
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, those regarding the entering into of a
definitive arrangement agreement for the Transaction and the terms
thereof; the completion of the Transaction and its expected
benefits; the anticipated development of My Health Logic's pipeline
resulting from the Transaction; expectations for future advancement
and growing capacity; the anticipated sale of My Health Logic; the
anticipated timing for the annual and special meeting of the
Company Shareholders and the closing of the Transaction; the
anticipated consideration to be received by the Company
Shareholders, the satisfaction of the closing conditions including:
(i) the necessary court approval in connection with the Transaction
and (ii) the Company Shareholder approval; certain termination
rights available to the parties under the Arrangement Agreement;
the financing to be provided by Marizyme; 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 Company
obtaining the necessary approvals from the NEX in connection with
the Transaction; the potential pathway to regulatory approval for
My Health Logic in the U.S.; the expected FDA submissions of both
MATLOC 1 and DuraGraft; the potential synergies anticipated in
connection with the Transaction; other closing conditions,
including, without limitation, the operation and performance
of the Company business in the ordinary course until the
closing of the Transaction and compliance by the Company with
various covenants contained in the Arrangement Agreement; 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.