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SERVICES/
MONTRÉAL, Nov. 25, 2021 /CNW/ -
Hapbee Technologies, Inc. (TSXV: HAPB) (OTCQB: HAPBF) (FSE: HA1)
("Hapbee" or the "Company"), the Canadian-based wearable, wellness
technology company and creator of the Hapbee headband is pleased to
announce the first closing of the Company's previously announced
upsized non-brokered private placement of units of the Company
("Units") at a price of $0.30
per Unit for total gross proceeds of $6,092,689 (the "Offering"). Due to
oversubscribed demand, the Company has increased the Offering to up
to $7.5 million of Units.
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"We would like to thank all of our new and existing shareholders
for the overwhelming support received during this recent
financing," said Yona Shtern, CEO of
Hapbee. "With an additional $6.1
million in growth capital now in our treasury, we are in a
position to accelerate our growth by expanding distribution
channels, increasing marketing resources while increasing our brand
visibility. Our goal remains to provide as many customers as
possible with the Hapbee product as we believe people deserve to be
in greater control of how they feel."
Each Unit consists of one subordinated voting share in the
capital of the Company (each, a "Share") and one
subordinated voting share purchase warrant (each, a
"Warrant"), with each Warrant entitling the holder thereof
to acquire one Share for a period of three years from the closing
of the Offering at an exercise price of $0.50 per Share.
The net proceeds received by the Company from the Offering will
be used for product development, business development, working
capital and general corporate purposes.
The expiry date of the Warrants will be subject to prior
acceleration following the closing of the Offering, at the
discretion of the Company. As previously announced, if the Shares
trade at or above $1.00 on the TSX
Venture Exchange (the "Exchange") for a period of 10
consecutive trading days after the expiry of the four-month hold
period, the Company may issue a news release accelerating the
expiry date to 60 days after the filing of such news release.
Closing of the Offering is subject to certain customary
conditions, including, without limitation, approval of the
Exchange. The securities to be issued under the Offering will be
offered by way of private placement pursuant to applicable
exemptions from the prospectus requirements under applicable
securities laws. Securities issued under the Offering will be
subject to a hold period which will expire four months and one day
from the date of closing.
In connection with the closing of the initial tranche of the
Offering, the Company paid cash finders' fees in the aggregate
amount of $115,052, issued a total of
205,660 finder's shares and issued a total of 589,166
non-transferrable finder's warrants (each, a "Finder's
Warrant"). Each Finder's Warrant entitles the holder thereof to
purchase one Share at a price of $0.50 per share for a period of one year after
the closing date. Insiders of the Company purchased a total of
1,113,283 Units under the Offering, which constituted a "related
party transaction" within the meaning of Multilateral Instrument
61-101 - Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). The issuance of the Units to the
insiders of the Company under the Offering are exempt from the
formal valuation and minority shareholder approval requirements
under MI 61-101 pursuant to subsections 5.5(b) and 5.7(1)(a), as
the Company's common shares are not listed on a specified market
and the fair market value of these Units will not exceed 25% of the
Company's market capitalization.
About Hapbee
Canadian-based Hapbee is a wearable wellness technology company
that aims to help people enhance how they feel. Powered by patented
ultra-low radio frequency energy (ulRFE®) technology,
Hapbee delivers low-power electromagnetic signals designed to
produce sensations such as Happy, Alert, Focus, Relax, and others.
The Company has offices in Montreal, Vancouver, Seattle and Phoenix.
Hapbee is available for purchase at Hapbee.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.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
securities in any state in which such offer, solicitation or sale
would be unlawful. The securities being offered have not been, nor
will they be, registered under the 1933 Act and may not be offered
or sold in the United States
absent registration or an applicable exemption from the
registration requirements of the 1933 Act, as amended, and
application state securities laws.
Forward-Looking Information
Certain statements in
this news release may constitute "forward-looking information"
within the meaning of applicable securities laws (also known as
forward-looking statements). Forward-looking information involves
known and unknown risks, uncertainties and other factors, and may
cause actual results, performance or achievements or industry
results, to be materially different from any future results,
performance or achievements or industry results expressed or
implied by such forward-looking information. Forward-looking
information generally can be identified by the use of terms and
phrases such as "anticipate", "believe", "could", "estimate",
"expect", "feel", "intend", "may", "plan", "predict", "project",
"subject to", "will", "would", and similar terms and phrases,
including references to assumptions. Some of the specific
forward-looking information in this news release includes, but is
not limited to, statements with respect to: Hapbee being
able to complete the Offering; the number of securities to be
issued at closing of the Offering and the gross proceeds received;
the timing of the closing of the Offering; the payment of any
finders fees and the form thereof; the exercise of warrants; and
the use of net proceeds from the Offering.
Forward-looking information is based on a number of key
expectations and assumptions made by Hapbee, including, without
limitation: the COVID-19 pandemic impact on the Canadian and global
economy and Hapbee's business, and the extent and duration of such
impact; Hapbee's ability to complete the Offering; no material
change will occur before Hapbee is able to complete the Offering;
no change to laws or regulations that negatively affect Hapbee's
business; there will be a demand for Hapbee's services and products
in the future; all necessary approvals will be received and all
conditions will be satisfied or waived; and Hapbee will be able to
operate its business as planned. Although the forward-looking
information contained in this news release is based upon what
Hapbee believes to be reasonable assumptions, it cannot assure
investors that actual results will be consistent with such
information.
Forward-looking information is provided for the purpose of
presenting information about management's current expectations and
plans relating to the future and readers are cautioned that such
statements may not be appropriate for other purposes.
Forward-looking information involves significant risks and
uncertainties and should not be read as a guarantee of future
performance or results as actual results may differ materially from
those expressed or implied in such forward-looking information.
Those risks and uncertainties include, among other things, risks
related to: that Hapbee will be able to complete its business
objectives as anticipated; the impacts of the COVID-19
pandemic on the Canadian and global economy, Hapbee's industry and
its business, which may negatively impact, and may continue to
negatively impact, Hapbee and may materially adversely affect its
investments, results of operations, financial condition and
Hapbee's ability to obtain additional equity or debt financing, and
satisfy its financial obligations; the ability for Hapbee to close
the Offering; the ability for Hapbee to continue to list its Shares
on the Exchange or another exchange; circumstances may change
resulting in the use of proceeds; general economic conditions;
future growth potential; prices of its securities; liquidity; tax
risk; tax laws currently in effect remaining unchanged; ability to
access capital markets; environmental matters; and changes in
legislation or regulations. Management believes that the
expectations reflected in the forward-looking information contained
herein are based upon reasonable assumptions and information
currently available; however, management can give no assurance that
actual results will be consistent with such forward-looking
information.
The forward-looking information contained herein is expressly
qualified in its entirety by this cautionary statement.
Forward-looking information reflects management's current beliefs
and is based on information currently available to Hapbee. The
forward-looking information is stated as of the date of this news
release and Hapbee assumes no obligation to update or revise such
information to reflect new events or circumstances, except as may
be required by applicable law.
SOURCE Hapbee Technologies Inc.