Call option | Jotup

WELL HEALTH TECHNOLOGIES CORP. EARLY WARNING NEWS RELEASE

Retrieved on:

Friday, February 2, 2024

On February 1, 2024 (the "Closing Date"), the Company and WELL closed the Transaction (the "Closing").

Key Points:

On February 1, 2024 (the "Closing Date"), the Company and WELL closed the Transaction (the "Closing").
The Call Option can only be exercised in pairs, such that WELL must concurrently acquire a Class A Share and a Class B Share.
Alternatively, some or all of the securities described herein may be disposed of in compliance with applicable securities regulatory requirements.
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SOURCE WELL Health Technologies Corp.

STEER Announces Private Placement of up to $3.5 Million of Convertible Debentures With Strategic Investors

Retrieved on:

Monday, January 15, 2024

The Private Placement will be made to certain subscribers, which are expected to be ESG Holdings Inc. (“ESG”), Arichandran Investments Inc. (“Arichandran”) and one or more additional investors (such additional investors, collectively with ESG and Arichandran, the “Investors”).

Key Points:

The Private Placement will be made to certain subscribers, which are expected to be ESG Holdings Inc. (“ESG”), Arichandran Investments Inc. (“Arichandran”) and one or more additional investors (such additional investors, collectively with ESG and Arichandran, the “Investors”).
In addition, the aggregate number of Common Shares reserved for issuance pursuant to the Private Placement shall not exceed 117,880,000 Common Shares.
The proceeds from the Private Placement are expected to be used by the Company for working capital and general corporate purposes.
The Company is considering completion of the FoodsUp Distribution prior to, or as soon as possible after, the closing of the Private Placement.

Early Warning News Release

Retrieved on:

Wednesday, December 20, 2023

Transfer, National instrument, Suite, Call, NOT, WIRE, Related, News, WELL, NEWS, Call option, TSX, Toronto Stock Exchange, MCI, Corporations Act 2001, Exercise, Security (finance)

TORONTO, Dec. 20, 2023 (GLOBE NEWSWIRE) -- This news release is being issued by Dr. Sven Grail ("Dr. Grail") and Grail Family Foundation as required by National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with Dr. Grail’s transfer (the "Transfer") of Class A Subordinate Voting Shares and Class B Multiple Voting Shares in the capital of HealWELL AI Inc., formerly known as MCI Onehealth Technologies Inc. (the "Company") to Grail Family Foundation. The Company's Class A Subordinate Voting Shares are listed for trading on the Toronto Stock Exchange ("TSX") under the symbol "AIDX" and its head office is located at 4881 Yonge St., Suite 300, Toronto, Ontario M2N 5X3.

Key Points:

On December 20, 2023, Dr. Grail transferred to Grail Family Foundation 14.9 million Class A Subordinate Voting Shares and 14.9 million Class B Multiple Voting Shares of the Company (the "Transferred Shares").
Grail Family Foundation is a charitable foundation of which Dr. Grail is the sole member and director.
For details of the Call Option Agreement, reference is made to the press release and early warning report filed by Dr. Grail on or about October 2, 2023 which are both available on the Company’s profile on SEDAR+ at www.sedarplus.ca .
An early warning report will be filed by Dr. Grail and Grail Family Foundation under applicable securities laws and will be available on the Company’s profile on SEDAR+ at www.sedarplus.ca .

Azerion simplifies loan structures between Azerion and Principion

Retrieved on:

Monday, December 11, 2023

Call, Acquisition, Loan, Element, Call option, Growth, Exercise, Security (finance)

Amsterdam, 11 December 2023 – Azerion Group N.V. ("Azerion") announces that it has today entered into an agreement with Principion Holding B.V. ("Principion") to simplify Azerion's loan structure by settling several loans outstanding between Azerion and Principion (the "Loan Settlement").

Key Points:

Amsterdam, 11 December 2023 – Azerion Group N.V. ("Azerion") announces that it has today entered into an agreement with Principion Holding B.V. ("Principion") to simplify Azerion's loan structure by settling several loans outstanding between Azerion and Principion (the "Loan Settlement").
The Loan Settlement also provides Azerion the ability to use any ordinary shares in the capital of Azerion (the "Shares") to be acquired through the Loan Settlement mechanism for value creating purposes for all shareholders without the issuance of new Shares.
As at the date of this press release, the aggregate amount due and outstanding under the loans provided by (i) Principion to Azerion is approximately EUR 17.5 million, and (ii) Azerion to Principion is approximately EUR 36 million.
Principion will grant a right of pledge over 10,548,229 Shares held by Principion to Azerion group, as security for payment of the Remaining Loan Amount.

Early Warning News Release

Retrieved on:

Friday, December 8, 2023

Transfer, National instrument, Suite, Call, NOT, WIRE, News, Related, WELL, NEWS, Call option, TSX, Toronto Stock Exchange, MCI, Corporations Act 2001, Exercise, Security (finance)

TORONTO, Dec. 07, 2023 (GLOBE NEWSWIRE) -- This news release is being issued by Dr. George Christodoulou ("Dr. Christodoulou") and G&C Be Kind Foundation as required by National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with Dr. Christodoulou’s transfer (the “Transfer”) of Class A Subordinate Voting Shares and Class B Multiple Voting Shares in the capital of HealWELL AI Inc., formerly known as MCI Onehealth Technologies Inc. (the "Company") to G&C Be Kind Foundation. The Company's Class A Subordinate Voting Shares are listed for trading on the Toronto Stock Exchange ("TSX") under the symbol "AIDX" and its head office is located at 4881 Yonge St., Suite 300, Toronto, Ontario M2N 5X3.

Key Points:

On December 5, 2023, Dr. Christodoulou transferred to G&C Be Kind Foundation 14.9 million Class A Subordinate Voting Shares and 14.9 million Class B Multiple Voting Shares of the Company (the “Transferred Shares”).
G&C Be Kind Foundation is a charitable foundation of which Dr. Christodoulou is the sole member and director.
For details of the Call Option Agreement, reference is made to the press release and early warning report filed by Dr. Christodoulou on or about October 2, 2023 which are both available on the Company’s profile on SEDAR+ at www.sedarplus.ca .
An early warning report will be filed by Dr. Christodoulou and G&C Be Kind Foundation under applicable securities laws and will be available on the Company’s profile on SEDAR+ at www.sedarplus.ca .

IntelGenx Announces Closing of Previously Announced Subsequent Non-Brokered Private Placement With atai Life Sciences for Aggregate Gross Proceeds of US$750,000

Retrieved on:

Tuesday, December 5, 2023

IGX, Customary international law, Multilateral, Special, Call option, Proxy, TSX, Toronto Stock Exchange, Minority, Exercise, Security (finance)

SAINT LAURENT, Quebec, Dec. 05, 2023 (GLOBE NEWSWIRE) -- IntelGenx Technologies Corp. (TSX:IGX) (OTCQB:IGXT) (“IntelGenx” or the “Company”) announces the closing of the previously announced subsequent non-brokered private placement (the “Subsequent atai Subscription”) of 750 units (“US Units”) with atai Life Sciences AG (“atai”) for aggregate gross proceeds of US$750,000, on the same terms as the August 31, 2023, offering of units (the “Initial Offering” and together with the Subsequent atai Subscription, the “Offering”), following the Shareholder Approvals (as defined below) obtained at the special meeting held on November 28, 2023 (the “Special Meeting”).

Key Points:

SAINT LAURENT, Quebec, Dec. 05, 2023 (GLOBE NEWSWIRE) -- IntelGenx Technologies Corp. (TSX:IGX) (OTCQB:IGXT) (“IntelGenx” or the “Company”) announces the closing of the previously announced subsequent non-brokered private placement (the “Subsequent atai Subscription”) of 750 units (“US Units”) with atai Life Sciences AG (“atai”) for aggregate gross proceeds of US$750,000, on the same terms as the August 31, 2023, offering of units (the “Initial Offering” and together with the Subsequent atai Subscription, the “Offering”), following the Shareholder Approvals (as defined below) obtained at the special meeting held on November 28, 2023 (the “Special Meeting”).
The US Notes are convertible into shares of common stock of the Company (the “Shares”) at the option of atai at a price of US$0.185 (the “US Conversion Price”) at anytime following their issuance up to and including August 31, 2026, and bear interest at 12% per annum, payable quarterly, in arrears.
The US Warrants entitle atai to purchase Shares at a price of US$0.26 per Share until December 4, 2026.
As previously disclosed by the Company, atai is an insider of the Company as a result of its beneficial ownership of, or control or direction over, directly or indirectly, greater than 10% of the outstanding Shares.

IntelGenx Reminds Shareholders to Vote at Upcoming Special Meeting

Retrieved on:

Monday, November 13, 2023

SAINT LAURENT, Quebec, Nov. 13, 2023 (GLOBE NEWSWIRE) -- IntelGenx Technologies Corp. (TSX:IGX) (OTCQB:IGXT) (“IntelGenx” or the “Company”) wishes to remind its shareholders of record as of October 2, 2023 (the “Shareholders”) of the importance of a vote FOR the various proposals detailed below at the upcoming special meeting of Shareholders to be held on November 28, 2023 (the “Special Meeting”) as a virtual meeting only.

Key Points:

SAINT LAURENT, Quebec, Nov. 13, 2023 (GLOBE NEWSWIRE) -- IntelGenx Technologies Corp. (TSX:IGX) (OTCQB:IGXT) (“IntelGenx” or the “Company”) wishes to remind its shareholders of record as of October 2, 2023 (the “Shareholders”) of the importance of a vote FOR the various proposals detailed below at the upcoming special meeting of Shareholders to be held on November 28, 2023 (the “Special Meeting”) as a virtual meeting only.
IntelGenx wishes to inform that the Company has been advised that the Autorité des marchés financiers (“AMF”) considers the Financing Transactions are subject to the minority vote prescribed by Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions.
As set out in the Proxy Statement, the board of directors of IntelGenx believes the Financing Transactions are in the best interest of the Company and unanimously recommends that the Shareholders vote “FOR” all matters put to a vote at the Special Meeting.
IntelGenx strongly encourages all Shareholders who would like to attend, participate and/or vote virtually online to carefully follow the procedures outlined in the Proxy Statement.

EARLY WARNING NEWS RELEASE

Retrieved on:

Monday, October 2, 2023

Call, Exercise, NOT, FOR, Toronto Stock Exchange, Related, Call option, MCI, Suite, WIRE, National instrument, Transaction, NEWS, TSX, News, Security (finance), Financial assistance (share purchase)

TORONTO, ON, Oct. 02, 2023 (GLOBE NEWSWIRE) -- This news release is being issued by Dr. Sven Grail ("Dr.Grail") as required by National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with Dr. Grail’s potential disposition of Class A Subordinate Voting Shares and Class B Multiple Voting Shares in the capital of HealWELL AI Inc., formerly known as MCI Onehealth Technologies Inc. (the "Company"). The Company's Class A Subordinate Voting Shares are listed for trading on the Toronto Stock Exchange ("TSX") under the symbol "AIDX" and its head office is located at 4881 Yonge St., Suite 300, Toronto, Ontario M2N 5X3.

Key Points:

The Call Option can only be exercised in pairs, such that the Purchaser must concurrently acquire a Class A Subordinate Voting Share and a Class B Multiple Voting Share.
Until the Call Option is exercised and their ownership transfers to the Purchaser, the Optioned Shares remain under the control of Dr. Grail subject to certain restrictions on transfer and voting as described in the early warning report referred to below.
Immediately prior to closing of the Transaction, Dr. Grail owned, or exercised control or direction over, 16,000,000 Class A Subordinate Voting Shares, 15,400,000 Class B Multiple Voting Shares and 44,894 deferred Class A Subordinate Voting Share units, representing 30.3% of the outstanding Class A Subordinate Voting Shares and 42.78% of the outstanding Class B Multiple Voting Shares.
An early warning report will be filed by Dr. Grail under applicable securities laws and will be available on the Company’s profile on SEDAR+ at www.sedarplus.ca .

MCI Announces Closing of Strategic Transaction with WELL Health, Changes Name to HEALWELL AI, and Debuts as AI and Data Science Focused Healthcare Technology Business

Retrieved on:

Monday, October 2, 2023

TORONTO, ON, Oct. 02, 2023 (GLOBE NEWSWIRE) -- HEALWELL AI Inc. (f/k/a MCI Onehealth Technologies Inc.) ("HEALWELL" or the "Company") (TSX: AIDX), a healthcare technology and data science company focused on preventative care, is pleased to announce that it has successfully completed the strategic transaction with WELL Health Technologies Corp. ("WELL") that was first announced on July 20, 2023 (the "Transaction"). The Transaction comprised, among other things, a private placement offering of convertible debenture units for gross proceeds of $10 million, a sale of the Company's clinical assets1 in Ontario to WELL, and the satisfaction and discharge of the outstanding secured debt of the Company and a number of its subsidiaries.

Key Points:

HEALWELL and WELL Health have established a strategic alliance that positions HEALWELL to become a significant player in the multi-billion-dollar data sciences and preventative care industry.
With the closing of this Transaction, HEALWELL positions itself as a healthcare technology and data science company focused on preventative care, with a vision to improve healthcare and save lives through early identification and detection of disease.
HEALWELL leverages AI to empower patients and doctors to deliver increased access, reduce healthcare costs, and improve patient outcomes.
The Company has been re-named from its former name, MCI Onehealth Technologies Inc., to HEALWELL AI Inc., to better reflect this renewed vision and focus.

EARLY WARNING NEWS RELEASE

Retrieved on:

Monday, October 2, 2023

Call, Exercise, NOT, FOR, Toronto Stock Exchange, Related, Call option, MCI, Suite, WIRE, National instrument, Transaction, NEWS, TSX, News, Security (finance), Financial assistance (share purchase)

TORONTO, ON, Oct. 02, 2023 (GLOBE NEWSWIRE) -- This news release is being issued by Dr. George Christodoulou ("Dr. Christodoulou ") as required by National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with Dr. Christodoulou’s potential disposition of Class A Subordinate Voting Shares and Class B Multiple Voting Shares in the capital of HealWELL AI Inc., formerly known as MCI Onehealth Technologies Inc. (the "Company"). The Company's Class A Subordinate Voting Shares are listed for trading on the Toronto Stock Exchange ("TSX") under the symbol "AIDX" and its head office is located at 4881 Yonge St., Suite 300, Toronto, Ontario M2N 5X3.

Key Points:

The Call Option can only be exercised in pairs, such that the Purchaser must concurrently acquire a Class A Subordinate Voting Share and a Class B Multiple Voting Share.
Until the Call Option is exercised and their ownership transfers to the Purchaser, the Optioned Shares remain under the control of Dr. Christodoulou subject to certain restrictions on transfer and voting as described in the early warning report referred to below.
Immediately prior to closing of the Transaction, Dr. Christodoulou owned, or exercised control or direction over, 17,051,934 Class A Subordinate Voting Shares, 15,400,000 Class B Multiple Voting Shares and 42,088 deferred Class A Subordinate Voting Share units, representing 32.3% of the outstanding Class A Subordinate Voting Shares and 42.78% of the outstanding Class B Multiple Voting Shares.
An early warning report will be filed by Dr. Christodoulou under applicable securities laws and will be available on the Company’s profile on SEDAR+ at www.sedarplus.ca .