TORONTO--(BUSINESS WIRE)--Mednow Inc. (“Mednow'' or the “Company”) (TSXV:MNOW), Canada’s on-demand virtual pharmacy, is pleased to announce the Company has completed the acquisition (the "Acquisition"), previously announced on March 7, 2022, of all of the issued and outstanding voting shares of Mednow Pharmacy Inc. (“Mednow East”), for an aggregate cash payment of approximately C$65,578 and the Company’s agreement to convert approximately C$1,374,422 owed by Mednow East to the Company pursuant to a pharmacy agreement dated September 15, 2020, as amended October 30, 2020 (the “Pharmacy Agreement”) into a non-interest bearing on-demand convertible promissory note (the “Note”). At the sole discretion of the Company, the Note can be satisfied by the payment of cash or the issuance of 2,095 Class A Special Shares of Mednow East at a deemed price of $655.78 per share. Mednow East’s revenue and expenses will be consolidated with those of the Company and the Pharmacy Agreement between the two parties will be terminated
Mednow East is a Toronto company that operates an online pharmacy, delivering prescriptions in the Province of Ontario. Mednow East has its business headquarters in Toronto and employs Mednow’s marketing and technology platform for lead generation, prescription fulfillment and customer services.
“We are continuing to execute our plan for a national presence across Canada and we are thrilled to be consolidating Mednow East under our platform. As we add service to our digital first healthcare platform, we are also simultaneously working to expand our geographical reach to become a household name in Canadian healthcare,” said Karim Nassar, Chief Executive Officer.
As Amir Ali Reyhany-Bozorg and Felipe Campusano are directors of the Company and Karim Nassar is the Chief Executive Officer of the Company, and each are also shareholders of Mednow East, the Acquisition is a related party transaction under Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101“). The Company is exempt from the formal valuation and minority shareholder approval requirements imposed by MI 61-101 pursuant to the exemptions in section 5.5(a) and 5.7(a) of MI 61-101, as neither the fair market value of the shares of Mednow East, nor the consideration paid therefor, exceeds 25% of the Company’s market capitalization.
About Mednow Inc.
Mednow is a healthcare technology company offering virtual access with a high standard of care. Designed with accessibility and quality of care in mind, Mednow.ca provides virtual pharmacy and telemedicine services as well as doctor home visits through an interdisciplinary approach to healthcare that is focused on the patient experience. Mednow’s services include free at-home delivery of medications, a user-friendly interface for easy upload, transfer, and refill of prescriptions, access to healthcare professionals through an intuitive chat experience, a specialized PillSmart™ system that packages prescriptions and vitamins by date and time, and doctor consultations.
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Cautionary Note Regarding Forward-Looking Information
This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of historical facts, including statements regarding future estimates, plans, objectives, timing, assumptions or expectations of future performance, including without limitation, the statement regarding the intention to continue to execute Mednow's plan for a national presence across Canada; and to expand its geographical reach to become a household name in Canadian healthcare. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this press release, including that the Company will obtain the approvals required to execute its expansion plans, that general economic and market conditions will not change in an adverse manner, political and regulatory stability, stability in financial and capital markets and that the Company’s operations will not be adversely impacted by COVID-19. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Important factors that may cause actual results to vary, include, without limitation (a) public health crises such as the COVID-19 pandemic may adversely impact the Company’s business and operations; (b) the volatility of global capital markets; (c) unanticipated costs; and (d) risks relating to the extent and duration of the conflict in Eastern Europe and its impact on global markets. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, 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 and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws.