MedBright AI Investments Inc. announced that it has closed the previously announced “commercially reasonable efforts” agency basis private placement offering of units of the Company, for gross proceeds of $1,398,977.40. The Offering was conducted pursuant to an agency agreement dated as of February 9, 2024 among the Company, Canaccord Genuity Corp., as lead agent and sole bookrunner, and a syndicate consisting of Beacon Securities Limited and PI Financial Corp.
Pursuant to the Offering, a total of 6,994,887 Units were sold at a price per Unit of $0.20 (the “Offering Price”). Each Unit consists of one common share of the Company (a “Share”) and one-half of one Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder thereof to acquire one Share (a “Warrant Share”) at an exercise price of $0.30, subject to adjustment in certain circumstances, for a period of 24 months from the Closing Date and will be governed by the terms of a warrant indenture (the “Warrant Indenture”) dated as of the Closing Date between the Company and Endeavor Trust Corporation, as warrant agent.
The Offering has been conducted pursuant to the listed issuer financing exemption from prospectus requirements in Part 5A of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”). The Offering has also been conducted in those other jurisdictions outside of Canada on a private placement basis in compliance with all applicable securities laws of such other jurisdictions, such that no prospectus, registration statement or similar document is required to be filed in such jurisdictions, no registration or similar requirement applies with respect to the Company in such other jurisdictions, and the Company has not become subject to ongoing continuous disclosure obligations in such other jurisdictions. The Units, the Warrants and the Warrant Shares are not subject to resale restrictions pursuant to applicable Canadian securities laws.
In connection with the Offering, the Company (i) paid to the Agents a cash commission (the “Agents’ Commission”) equal to 8.0% of the aggregate gross proceeds raised from the Offering; (ii) issued to the Agents such number of compensation warrants (the “Agents’ Warrants”) as is equal to 8.0% of the aggregate number of Units sold in the Offering, each Agents’ Warrant being exercisable into one Share (an “Agents’ Warrant Share”) at the Offering Price for a period of 24 months from the Closing Date; and (iii) paid to the Lead Agent a corporate finance fee, payable in equal proportions in cash and through the issuance of units of the Company at the Offering Price (the “CF Fee Units”), each CF Fee Unit consisting of one Share (each, a “CF Fee Unit Share”) and one Share purchase warrant (a “CF Fee Unit Warrant”) governed by the terms of the Warrant Indenture, each exercisable into one Share (a “CF Fee Unit Warrant Share”) at a price of $0.30 for a period of 24 months from the Closing Date.
The Agents’ Warrants, the Agents’ Warrant Shares, the CF Fee Units, the CF Fee Unit Shares, the CF Fee Unit Warrants and the CF Fee Unit Warrant Shares are subject to a statutory hold period of four months and one day pursuant to applicable “accredited investor” exemptions under NI 45-106.
The net proceeds of the Offering will be used for business development, general working capital, other general corporate purposes, and sales and marketing activities as described in the offering document relating to the Offering that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at medbright.ai.
This press release does not constitute an offer to sell or a solicitation of an offer to buy nor will there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) 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 the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.