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Nightingale AnnouncementMARKHAM, ON, July 29, 2015 /CNW/ - Nightingale Informatix Corporation (TSX-V: NGH) ("Nightingale" or the "Company"), a cloud-based provider of electronic health record (EHR) software and related services, announced today it has filed its financial results for the fiscal year ended March 31, 2015. Additional information concerning the Company, including its audited consolidated financial statements and its Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") for the year ended March 31, 2015 can be found at www.sedar.com. "The delays in the full launch of our V10 product had a major negative impact on our financial performance for this past year, however we achieved some significant milestones that we expect will lead to the Company returning to growth, said Sam Chebib, CEO of Nightingale. "We have started to migrate customers in the US to our V10 Practice Management solution, and continue to improve the quality and feature richness of the V10 platform. We are excited by the opportunities this new platform will open to the Company, both locally and internationally." The Company also announced it had retained Healthios Capital Markets, LLC, a Chicago based investment bank to be its financial advisor as the Company seeks to obtain additional financing and evaluate strategic solutions. "We continue to be excited about the growth opportunities we have at Nightingale as we go through our transition," said Sam Chebib, CEO of Nightingale. "We will pursue all financial and strategic alternatives in order to both help see our strategy through and maximize all our stakeholders' interests." The Company also announced it has agreed to complete a non-brokered private placement of a short term subordinated secured note (the "Note") in the principal amount of up to $1.15 million ("Principal Amount"). The Note will be purchased by Optimum Marketing & Merchandising Services Ltd. (the "Lender"), a company controlled by a director of the Company with advances against the Note permitted prior to finalization. The proceeds of the Note are intended to be used by the Company for working capital and general corporate purposes. The Note will bear interest at a fixed rate of 12% per annum, calculated and payable monthly in arrears on the last day of each month. The Note will be secured by all of the Company's present and subsequently acquired property and assets and shall be subordinated to certain defined senior indebtedness. The completion of the issue of the Note remains subject to the approval of the TSX Venture Exchange. The Note may be repayable by the Company, at its sole option, at any time, in whole or in part, without notice, at a price equal to the face value being repaid, subject to the consent of the Company's senior lenders. The issuance of the Note constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") and Policy 5.9 of the TSXV Corporate Finance Manual, because the Lender is a company controlled by a directorand significant shareholder of the Company ("Invested Director"). Accordingly, the Board of Directors of the Company, excluding the Invested Director, approved the issuance of the Note. MI 61-101 requires a formal valuation and minority shareholder approval for a related party transaction unless an exemption is available. An exemption from the valuation requirement is available to the Company, as no securities of the Company are listed on a specified exchange. An exemption from the minority shareholder approval is available to the Company, since, the transaction is a loan on reasonable commercial terms with no equity or voting component. The Company expects to release a material change report including details with respect to the related party transaction less than 21 days prior to the issuance of the Note, which the Company deemed reasonable in the circumstances so as to be able to avail itself of the financing opportunity and complete the Note issuance in an expeditious manner. The Company also announced that Marc Filion has accepted a new full-time role with another company. This new role, combined with his other professional engagements, prevents him from dedicating the time necessary to fulfill his obligations as a Director of Nightingale. Consequently, Mr. Filion has resigned from the Nightingale Board of Directors. Mr. Filion, based in Quebec, had been a Director since 2012. "We thank Marc for his years of commitment and guidance for the Company and our Board," said Brian Schachter, Chairman of the Board for the Company. About Nightingale Forward Looking Statement Although Nightingale has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Nightingale does not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws. Further information on Nightingale Informatix Corporation is available at www.sedar.com. 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.
SOURCE Nightingale Informatix Corporation |