CardioComm Solutions Executes $4 Million Joint Venture and Pre-Placement Financing Deal of its US-based subsidiary, iMedical
2013年3月12日 - 12:15AM
CardioComm Solutions, Inc. (TSX-V:EKG)
("CardioComm Solutions" or the "Company"), a global medical
provider of electrocardiogram ("ECG") acquisition and management
software solutions, today announced that it has entered into a
pre-placement financing ("Financing") and joint venture ("JV") deal
ahead of an initial public offering ("IPO") of its US-based
subsidiary, iMedical Inc. The brokered deal will see equity shares
in iMedical issued to high net worth individuals in exchange for $4
million in fund development for a wearable, Global System for
Mobile Communications ("GSM") enabled ECG monitor ("GSM-ECG"),
subject to the approval of the TSX Venture Exchange.
The JV between CardioComm Solutions and Sensor Mobility Inc.
("Sensor") will see Sensor's GSM platform technologies and
CardioComm Solutions' ECG viewing and wireless software management
systems licensed to iMedical. Within the JV, iMedical will develop
into an independently operated and financially independent
organization where core intellectual property ("IP") assets of the
JV parties will be utilized to develop a Food and Drug
Administration ("FDA") submission ready, prototype GSM-ECG device
and software system, for market clearance in the United States.
The Financing will see 20M restricted iMedical common shares
issued at a $0.20 per share price, for total gross proceeds to
iMedical of $4M. No warrants will be issued. Finder's fees may be
payable on the private placement in accordance with the policies of
the TSX Venture Exchange. Under the terms of the JV,
CardioComm Solutions will receive $1.28M for provisioning corporate
leadership, software development, device integration and
preparation of regulatory applications. The proposed share
allocations of iMedical following the Financing shall be: 20% to
Phase 1 Investors, 35% to each of Sensor and Cardiocomm Solutions
and 10% to a share pool for assignment by the iMedical board of
directors at its discretion for corporate purposes.
"CardioComm Solutions has been recognized by financial
supporters as a market leader for its innovative, over the counter,
consumer-based HeartCheck PEN ECG device and associated SMART
Monitoring ECG medical call service. Coupled with our capacity to
develop interfaces with other ECG monitoring, recording and
transmitting devices, and our successes in securing FDA clearances,
Health Canada approvals and CE Marks, our participation in the JV
will enhance the success of bringing this new device to market,"
said Etienne Grima, Chief Executive Officer of CardioComm
Solutions. "This investment into iMedical will provide significant
funds to CardioComm Solutions and will lead to iMedical developing
an independent team for marketing, infrastructure and manufacturing
capabilities with the intent to have a device ready for FDA
submission in early 2014. Following the initial clearance,
iMedical will move to market the device globally to medical
professionals, patients and consumers with a fairly short cycle
time with royalties and licensing fees paid to CardioComm Solutions
and Sensor Mobility."
"Utilizing Sensor Mobility's quad-band platform, the GSM-ECG
will employ GPRS data transmission across all transmission
frequencies globally, thereby opening up international markets for
iMedical. Moreover, we will be able to offer economies of
scale savings to clients in the delivery of their ECG monitoring
solutions by leveraging Sensor Mobility's strategic alliances with
cellular chipset manufacturers," said Waqaas Siddiqui, Sensor
Mobility's Chief Technology Officer and Founder.
Work within the JV will commence once the first $1M in financing
has been received. The JV agreement will be for a two year term
within which time the GSM-ECG is expected to be ready for FDA
review. Upon confirmation a 510K submission to the FDA will be
been made, an IPO will be undertaken by iMedical and its financiers
whereby iMedical will be promoted as a US-based, publically traded
company with the intent to issue freely trading stock. The IPO will
be undertaken to properly capitalize iMedical for no less than five
(5) years of operations.
"What is important is that this JV effort is in addition to what
CardioComm Solutions is currently doing in the ECG market with our
medical Global ECG Management Solutions (GEMS), our HeartCheck
device and GEMS Home. This JV represents a pipeline of next
generation devices and services. The JV structure includes specific
and independent funding to ensure that development of the GSM-ECG
does not cannibalize our resources, time or revenue opportunities.
The JV should, in fact, provide additional and recurrent revenue
for us though contract services to iMedical and of course profit
sharing from the new GSM based technologies," stated Anatoly
Langer, Chairman of the Board of Directors of the CardioComm
Solutions.
About Sensor Mobility
Sensor Mobility is a North American hardware and software
technology company, with offices in Toronto, Canada and Fremont,
CA, USA, with a focus on the transmission of secure sensor data in
near real-time fashion, across a cellular network. Sensor Mobility
has developed a health access platform ("HAP") for the transmission
of sensor data to support a variety of health service industry
markets including cognitive testing and monitoring chronic
illnesses.
About CardioComm Solutions
CardioComm Solutions' patented and proprietary technology is
used in products for recording, viewing, analyzing and storing
electrocardiograms (ECGs) for diagnosis and management of cardiac
patients. Products are sold worldwide through a combination of
an external distribution network and a North American-based sales
team. The Company has earned the ISO 13485 certification, is
HPB approved, HIPAA compliant, and has received FDA market
clearance for its software devices. CardioComm Solutions, Inc.
is headquartered in Toronto, Canada, with offices in Victoria,
B.C.
Forward-looking statements
Certain statements contained herein regarding the Company and
its subsidiaries constitute "forward-looking statements" within the
meaning of applicable securities laws. All statements that are not
historical facts, including without limitation statements regarding
future estimates, plan, objectives, assumptions or expectations or
future performance, are "forward looking statements." Actual
performance, achievement or other realities could differ materially
from those expressed in, or implied by, any forward-looking
statements or information in this document and, accordingly,
investors should not place undue reliance on any such
forward-looking statements or information. Forward-looking
statements and information involve significant risks, assumptions,
uncertainties and other factors that may cause actual future
performance, achievement or other realities to differ materially
from those expressed or implied in any forward-looking statements
or information and, accordingly, should not be read as guarantees
of future performance, achievement or realities. Any
forward-looking statement or information speaks only as of the date
on which such statement is made, and CardioComm Solutions does not
undertake any obligation to update any forward-looking statements
or information to reflect information, events, results,
circumstances, realities or otherwise after the date on which such
statement is made or to reflect the occurrence of unanticipated
events, except as required by law, including securities laws.
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.
CONTACT: Etienne Grima, Chief Executive Officer
1-877-977-9425
egrima@cardiocommsolutions.com
www.cardiocommsolutions.com
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