Highmark Interactive Inc. (TSXV:HMRK) (“Highmark” or the
“Company”), announces that it is not able to file its annual
financial statements, accompanying management's discussion and
analysis and related CEO and CFO certifications (collectively, the
"2022 Annual Consolidated Financial Statements") for the financial
year ended December 31, 2022, within the period prescribed for the
filing of such documents under Parts 4 and 5 of National Instrument
51-102 and pursuant to National Instrument 52-109, namely within
120 days of year-end.
As a result of difficulty over the past year to
raise sufficient financing to permit the Company to carry out its
planned work on its technology and cover its corporate expenses,
the Company is prioritizing payments in order to ensure operational
sustainability. This has resulted in an outstanding balance with
its auditor for work undertaken to complete the audit of the 2022
Annual Consolidated Financial Statements, the work for which the
Company believes is substantially complete. In order for the
auditors to finalize the audit and execute the audit report
required to be included in the 2022 Annual Consolidated Financial
Statements, the Company must settle the outstanding balance for
services provided. Highmark is currently working to raise the
required financing to allow it to pay the outstanding amounts and
to file the 2022 Annual Consolidated Financial Statements thus
remedying the filing default on or before June 30, 2023.
During the period of default, Highmark will
issue bi-weekly default status reports in the form of further press
releases, which will also be filed on SEDAR. Highmark confirms that
no insolvency proceedings have been initiated against it and there
is no other material information concerning the affairs of the
Company that has not been generally disclosed as of the date of
this press release.
Due to the Company’s inability to file its 2022
Annual Consolidated Financial Statements on a timely basis,
Highmark expects the Canadian securities regulatory authorities
will implement a general cease trade order on trading in the
Company’s securities until the default is remedied. The Company had
expected to obtain financing in order to satisfy outstanding
amounts to, among others, its auditors, and therefore a management
cease trade order, which may have otherwise been pursued, was not
applied for. The Company will apply to revoke any cease trade order
as soon as any defaults can be remedied.
The Company is assessing all of its strategic
options and continuing to work diligently to secure the financing
required to meet all of its financial obligations and execute its
strategic plan but there can be no guarantee such funding will be
secured.
The Company has also determined that it is
currently in technical default under the terms of a secured loan
previously made to it by a small group of shareholders, one of whom
is an insider of the Company. No enforcement proceedings have been
initiated or threatened as of the date of this press release. The
Company is in discussions with the secured creditors who have
indicated a willingness to defer the initiation of any enforcement
proceedings or debt restructuring efforts and are working
constructively with the Company to assist in securing the financing
required to meet all of its financial obligations. Any material
developments in connection with such ongoing discussions between
the Company and the secured lenders will be promptly disclosed
through future press releases that will be filed on SEDAR.
The Company also announces Mr. Inder Saini has
resigned as the Company's Chief Financial Officer but will continue
to support the Company in an advisory capacity until such time as a
suitable replacement can be secured. The Company thanks Mr. Saini
for his services. Dr. Sanjeev Sharma, the Company’s CEO, will serve
as interim CFO until a replacement is secured.
About Highmark Interactive
Highmark Interactive was created to change the
paradigm of testing and management for brain and mental health.
Highmark's approach is focused on providing real-time data to
health providers to support proactive, preventative interventions
and targeted care planning to improve health outcomes.
In addition to a growing network of virtual,
in-person and hybrid clinics. Highmark Interactive offers the
world's first gamified, FDA cleared patient-led assessments as well
as digital clinician-led assessments of neurofunction and balance.
Together. The technology is used in more than 350 health
organizations globally. By unlocking insights, Highmark's platform
enables precision medicine and creates a more contemporary model
for delivering better outcomes in medical, mental health and
rehabilitation services.
"Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release."
Learn more: https://www.highmark.tech/
For further information:
Highmark Interactive Inc.
Sanjeev Sharma, President & CEO.
sanjeev@highmark.tech or 1-855-969-5079 Investor
Relations
ir@highmark.tech
SOURCE: Highmark Interactive
Inc
Cautionary Note Regarding Forward-Looking
Information
This News Release contains forward-looking
statements that relate to the current expectations and views of
future events of the Company. In some cases, but not necessarily in
all cases, forward-looking information can be identified by the use
of forward-looking terminology such as “plans”, “targets”,
“expects” or “does not expect”, “is expected”, “an opportunity
exists”, “is positioned”, “estimates”, “intends”, “assumes”,
“anticipates” or “does not anticipate” or “believes”, or variations
of such words and phrases or state that certain actions, events or
results “may”, “could”, “would”, “might”, “will” or “will be
taken”, “occur” or “be achieved”. In addition, any statements that
refer to expectations, predictions, indications, projections or
other characterizations of future events or circumstances contain
forward-looking information. Statements containing forward-looking
information are not historical facts but instead represent
management’s expectations, estimates and projections regarding
future events.
Forward-looking statements in this news release
include, among other things, statements and expectations relating
to remedying defaults with respect to filing of the 2022 Annual
Consolidated Financial Statements and the timing therefore,
potential avenues for additional external financing, and the nature
of discussions with secured creditors and the outcomes of such
discussions.
These statements and other forward-looking
information are based on opinions, assumptions and estimates made
by the Company in light of its experience and perception of
historical trends, current conditions and expected future
developments, as well as other factors that Highmark believes are
appropriate and reasonable in the circumstances as of the date of
this news release, including discussions with potential financing
parties and secured creditors.
There can be no assurance that such estimates
and assumptions will prove to be correct. In addition, if any of
the assumptions or estimates made by management prove to be
incorrect, actual results and developments are likely to differ,
and may differ materially, from those expressed or implied by the
forward-looking information contained herein. Accordingly,
prospective investors are cautioned not to place undue reliance on
such information. Although the Company believes the assumptions
underlying the statements related to the Company are reasonable,
they may prove to be incorrect. Given these risks, uncertainties
and assumptions, and the risks identified in the filing statement,
investors should not place undue reliance on these forward-looking
statements.
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