CardioComm Solutions has entered into a pre-placement financing and joint venture deal with Sensor Mobility ahead of an initial public offering of its US-based subsidiary, iMedical Inc. CardioComm Solutions is a global medical provider of electrocardiogram acquisition and management software solutions.
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.
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