Vancouver, British Columbia--(Newsfile Corp. - October 11, 2024) - Kovo HealthTech Corporation (TSXV: KOVO) ("Kovo" or the "Company") is pleased to announce that it has closed its previously announced asset purchase agreement (the "APA") with HEAL USA, Inc. ("HEAL"), whereby the Company acquired the exclusive right to purchase certain contractual assets of Coredynamex, LLC, the Utah limited liability company (doing business as "AccelVue") (the "Transaction") pursuant to an executed term sheet (the "LOI") between HEAL and AccelVue.
Under the APA and in consideration for the assignment of the LOI, Kovo issued (i) 13,180,038 common shares of the Company at a deemed price of CDN$0.05 (the "Consideration Shares"); and (ii) an unsecured 10% interest bearing 2-year term promissory note in the aggregate principal amount of USD$56,947 for an aggregate purchase price of USD$541,507 (the "Purchase Price"). The Purchase Price was negotiated between the parties and represents a reimbursement by Kovo of the reasonable and documented actual expenditures of HEAL in connection with negotiating the LOI, including its legal fees and expenses of USD$80,758, accounting advisors and other financial expenses of USD$34,807, and funds advanced to AccelVue during the exclusivity period to ensure the ability of AccelVue to satisfy its contractual and other obligations of USD$425,942. The Consideration Shares represent 9.9% of the issued and outstanding shares of Kovo on a non-diluted basis. The Consideration Shares will be subject to a four-month and one-day hold period in accordance with applicable Canadian securities laws. Neither HEAL nor its sole shareholder Avonlea-Drewry Holdings Inc. ("ADH"), own or control, directly or indirectly, any equity securities of the Company.
In connection with the Transaction, Kovo received the exclusive right to acquire certain assets of AccelVue, including: (i) a business development contract with an Electronic Medical Record (EMR) SaaS company that aggregates 20,000 medical providers in the United States; (ii) an exclusive contract with a private Ai vendor to use its technology and services across the EMR healthcare industry sector; and (iii) an exclusive agreement with a bookkeeping platform as a service provider to service medical providers/practices aggregated through EMR company channels. The contracts and relationships will be coupled with Kovo's current practice offerings and leveraged to increase sales in new and existing channels.
HEAL is a Delaware corporation controlled by ADH, and Mr. Michael Steele, a current director and controlling indirect shareholder of the Company, is a director of HEAL and is a director, officer and indirect shareholder of ADH but does not control ADH. Mr. Robert Galarza, a director of the Company, is also an officer of HEAL. Therefore, as no related party of Kovo controls HEAL, directly or indirectly, HEAL is not a "related party" to the Company and the Transaction is not subject to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), which regulates transactions that raise the potential for conflicts of interest, including transactions involving parties who are "related parties" to the reporting issuer, as that term is used in MI 61-101. However, as Mr. Steele and Mr. Galarza, who both abstained from voting on the approval of the Transaction, are both directors of the Company and a director or officer of HEAL, it is considered to be a non-arm's length party pursuant to the policies of the TSX Venture Exchange (the "TSXV"). The TSXV approved the Transaction on October 7, 2024.
After closing the Transaction, the Company intends to proceed with the acquisition of the assets of AccelVue provided for under the LOI as soon as practicable. The purchase price for the transfer of the AccelVue assets pursuant to the LOI is USD$50,000.
None of the securities sold in connection with the APA will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news 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 jurisdiction in which such offer, solicitation or sale would be unlawful.
About Kovo HealthTech Corporation
Kovo is a growing healthcare technology company that specializes in Billing-as-a-Service, offering SaaS-style recurring revenue contracts and software for more than 2,250 U.S. healthcare providers. Kovo helps healthcare providers digitally track and manage complex patient care registration, services, billing, and payments seamlessly. Currently, through its clients, Kovo processes over CAD$250 million (USD$200 million) in annual billing transactions for more than 3.5 million patients. By offering effective billing practices, Kovo helps healthcare practitioners get paid so they can focus on offering quality care. To learn more about Kovo and to keep up to date on Kovo news, visit www.kovo.co.
Contact Information
For further information, please contact:
Peter Bak, Board Chair
investors@kovo.co
1-866-558-6777
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.
Forward-Looking Information
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. More particularly and without limitation, this news release contains forward-looking statements and information relating to (i) expectations regarding the characteristics, value drivers, and anticipated benefits of the Transaction; (ii) expectations regarding the Company's financing plans, closing times, and future development opportunities in connection with Kovo's acquisition of assets under the LOI; (iii) expectations regarding the timing and closings thereof; and (iv) expectations concerning the Company's business plans and operations. The forward-looking statements and information are based on certain key expectations and assumptions made by management of the Corporation. Although management of the Corporation believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information since no assurance can be given that they will prove to be correct.
Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Corporation relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward-looking statements and information address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the Corporation's ability to successfully negotiate a satisfactory transaction with AccelVue and its principals, the Corporation's ability to raise any capital necessary to close on the acquisition of the AccelVue assets, the Corporation's ability to meet the terms of any future transaction with AccelVue, the Corporation's being unable to realize the benefits of the AccelVue assets or use the AccelVue assets in support of its own business plan, the Corporation's ability to efficiently and successfully develop new opportunities and failure to identify future transactional counterparties, and the Corporation not defaulting on its debt obligations to other parties in the future. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements and information contained in this news release are made as of the date hereof, and no undertaking is given to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.
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SOURCE: Kovo HealthTech Corporation
