MedBright AI announces closing of investment in Limmi

MedBright AI Investments Inc. announced that further to its press releases dated September 8, 2023 and October 17, 2023, Vinergy Acquisition Corp., a wholly owned US subsidiary of MedBright , has issued 350 common shares of MB Acquisition Co. to Mentorhead Incorporated, pursuant to the intellectual property license and option agreement dated October 16, 2023, as amended and restated December 20, 2023. Pursuant to the IP License and Option Agreement, Limmi granted to Vinergy Licensing Corp., a wholly owned US subsidiary of MedBright, certain rights to the Limmi’s Artificial Intelligence FDA & HIPAA Platform in exchange for the MBAC Shares, such MBAC Shares subject to the exchange rights as described below.

Each MBAC Share is exchangeable, at the election of Limmi, to acquire MedBright Class A Shares (as defined below) on a one (1) MBAC Share for one-hundred thousand (100,000) MedBright Class A Share basis, subject to the following conditions:

(a) up to 100 MBAC Shares shall be exchangeable into MedBright Class A Shares upon the Company raising aggregate net proceeds of C$2,800,000 (inclusive of C$1,107,000 raised by the Company on October 3, 2023) on a prorated basis, such that Limmi may exchange a prorated amount of MBAC Shares into MedBright Class A Shares if less than C$2,800,000 in net proceeds is raised. Notwithstanding this condition, if the gross profits condition described under (b) below is met, all 100 MBAC Shares shall be exchangeable into MedBright Class A Shares; and

(b) 50 MBAC Shares shall be exchangeable into MedBright Class A Shares in the event the Company achieves gross profits of at least C$1,250,000 in any fiscal quarter.

Lastly, in the event that MB Licensing Co. exercises the Option (as defined below), the final 200 MBAC Shares shall become exchangeable into MedBright Class A Shares.

Option
Pursuant to the IP License and Option Agreement, Limmi also granted to MB Licensing Co. the binding and irrevocable option to purchase the Limmi AI Platform (the “Option”) on the earlier of: (a) October 16, 2025; and (b) 90 days after a written request by Limmi for MB Licensing Co. to exercise the Option.

Effective December 11, 2023, MedBright created a new class of non-voting common shares of the Company (the “MedBright Class A Shares”). The MedBright Class A Shares have the same attributes as the common shares of the Company (the “Common Shares”), except that the MedBright Class A Shares are not listed on the Canadian Securities Exchange, do not carry the right to vote, and are convertible into Common Shares on a one-for-one basis, subject to certain conditions, including a prohibition on a holder of MedBright Class A Shares from converting such shares into Common Shares if it would result in such holder holding more than 9.9% of the Common Shares.

Approval of the special resolution of shareholders of MedBright authorizing an amendment of the Company’s Notice of Articles under the Business Corporations Act (British Columbia) to create the MedBright Class A Shares was obtained at the annual and special meeting of the Company held on December 1, 2023.

In connection with the transactions noted above, MedBright has agreed to pay an arm’s length finder 1,000,000 Common Shares. The Common Shares to be issued in connection with the transactions are being issued at a deemed price of $0.18 per Common Share, being the discounted market price of the Common Shares on the date of execution of the letter of intent between MedBright and Limmi. These shares will be issued on April 16, 2025, at which point will be subject to a hold period of four months and one day.

This transaction will complement MedBright’s existing investment roadmap, focusing on the U.S. healthcare AI component. The Company’s investment is made in compliance with the Company’s investment policy, which focuses on investments in private or public companies, principally in the health care technology sector, with strong intellectual property, exceptional management and high growth potential and with a particular focus on artificial intelligence health care technologies.
MB Bureau