Vancouver, British Columbia--(Newsfile Corp. - February 6, 2025) - Kovo+ Holdings Inc. (formerly Kovo HealthTech Corporation) (TSXV: KOVO) ("Kovo" or the "Company") is pleased to announce the closing of its previously announced non-brokered private placement of units ("Units"), whereby it issued 43,759,013 Units at a price of $0.05 per Unit for aggregate gross proceeds of $2,187,950 (the "Concurrent Offering") and provides an update on its previously announced best efforts private placement pursuant to the listed issuer financing exemption (the "LIFE Offering").
Concurrent Offering
Under the Concurrent Offering, each Unit consisted of one common share in the capital of the Company ("Common Share") and one-half of one non-transferable common share purchase warrant (a "Warrant"). Each whole Warrant entitles the holder thereof to purchase one Common Share at a price of $0.10 for a period of twenty-four months following the date of issuance.
Closing of the Concurrent Offering was approved by the TSX Venture Exchange ("TSXV"), and all of the securities issued under the Concurrent Offering are subject to a four-month and one-day statutory hold period. The Company intends to use the proceeds of the Concurrent Offering as more specifically described in the Offering Document and for general corporate and working capital purposes.
The securities have not and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any applicable state securities laws and may not be offered or sold to, or for the account or benefit of, persons in the United States or "U.S. persons," as such term is defined in Regulation S promulgated under the U.S. Securities Act, absent registration or an exemption from such 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.
The issuance of 31,037,333 Units, in aggregate, to certain insiders of the Company and matters related thereto (the "Transaction"), constitutes a "related party transaction" as such term is defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101") requiring the Company, in the absence of exemptions, to obtain a formal valuation and minority shareholder approval, of the related party transaction. Pursuant to Sections 5.5(g) and 5.7(1)(e) of MI 61-101, the Company relied on exemptions from the formal valuation and minority shareholder approval requirements, respectively, as (i) Kovo is in serious financial difficulty; (ii) the Transaction is designed to improve Kovo's financial position; (iii) the Transaction is neither subject to court approval nor an order to effect the Transaction under bankruptcy or insolvency law; (iv) Kovo has one or more independent directors in respect of the Transaction; and (v) Kovo's board of directors ("Board") and at least two-thirds of the Company's independent directors, acting in good faith, determined that items (i) and (ii) applied and the Transaction was reasonable in Kovo's circumstances.
The Transaction was approved by the Board who were independent for the purpose of the Concurrent Offering, being Messr. Peter Bak. No special committee of the Board was established in connection with the Transaction as the entire Board was engaged in respect thereof, and, other than Messrs. Michael Steele, Robert Galarza, and Harp Gahunia, who abstained from voting on the Transaction, no materially contrary view or abstention was expressed or made by any director of the Company in relation thereto.
The Company did not file a material change report more than 21 days before the expected closing as the details of the Transaction were not finalized until immediately prior to its issuance, and the Company wished to close the Transaction as soon as practicable for sound business reasons.
LIFE Offering
In addition, the Company reports that its previously announced LIFE Offering pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions has expired.
About Kovo+ Holdings Inc.
Kovo is a versatile technology company leading the charge in AI initiatives to drive impact and innovation across diverse industries. Kovo remains committed to its core business-model of strategic growth opportunities within mid-market Medical Billing firms, where exploitive business optimization synergies exist. Moving forward, Kovo will integrate accretive broader healthcare sector additions to its portfolio and opportunities beyond in multiple new markets. Dedicated to revolutionizing business process optimization through technological advancements and evolving AI-applied methods, Kovo embodies a commitment to ensured and enduring profitability. To learn more about Kovo and to keep up to date on Kovo news, visit www.kovo.co.
Cautionary Note Regarding Forward-Looking Statements
Statements contained in this news release that are not historical facts are "forward-looking information" or "forward-looking statements" within the meaning of applicable Canadian securities laws. Such forward-looking statements or information are provided to inform the Company's shareholders and potential investors about management's current expectations and plans relating to the future and include, but are not limited to, (i) expectations regarding the Company's current and future financing plans; (ii) expectations concerning the Company's plans and objectives in respect of the Concurrent Offering's gross proceeds; and (iii) expectations regarding the Company's business plans and operations. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Any such forward-looking information may be identified by words such as "anticipate", "proposed", "estimates", "would", "expects", "intends", "plans", "may", "will", and similar expressions. Forward-looking statements or information are based on a number of factors and assumptions that have been used to develop such statements and information, but which may prove to be incorrect. Although the Company believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because the Company can give no assurance that such expectations will prove to be correct. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or expressly qualified by this cautionary statement.
Contact Information
For further information, please contact:
investors@kovo.co
1-866-558-6777
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.
Not for Distribution to U.S. News Wire Services or Dissemination in the United States
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SOURCE: Kovo+ Holdings Inc.
