Kovo+ Holdings Inc. Announces LIFE Offering, Concurrent Private Placement & Warrant Extension
March 19, 2025 4:45 PM EDT | Source: Kovo+ Holdings Inc.
Vancouver, British Columbia--(Newsfile Corp. - March 19, 2025) - Kovo+ Holdings Inc. (TSXV: KOVO) (formerly Kovo HealthTech Corporation) ("Kovo" or the "Company") is pleased to announce a best efforts private placement (the "LIFE Offering") of up to 28,000,000 common shares (the "Offered Shares") of the Company at a price of $0.05 per Offered Share for aggregate gross proceeds of up to $1,400,000.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the LIFE Offering is being made to purchasers' resident in all provinces of Canada, except Quebec, Newfoundland and Labrador, and Prince Edward Island pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the "Listed Issuer Financing Exemption"). The securities issued pursuant to the Listed Issuer Financing Exemption will not be subject to a hold period in accordance with applicable Canadian securities laws.
Further to its news release dated December 12, 2024, Kovo previously entered into an agreement with FrontFundr Financial Services Inc. (the "Agent") to act as sole agent in connection with the LIFE Offering. The Agent shall receive a cash commission equal to 7.0% of the gross proceeds of the LIFE Offering, other than with respect to sales to purchasers on the president's list, if any, for which the Agent will receive a cash fee of 1.0% of the number of Offered Shares issued to purchasers on the president's list.
An offering document related to the LIFE Offering (the "Offering Document") will be available under the Company's profile at www.sedarplus.ca and on the Company's website at www.kovoplus.com. Prospective purchasers should read the Offering Document before making an investment decision.
In addition to the LIFE Offering, the Company intends to issue up to 685,714,286 units (each, a "Unit") on a non-brokered private placement basis for gross proceeds of $34,285,714 (the "Concurrent Offering" and together with the LIFE Offering, the "Offerings") at a price of $0.05 per Unit. Each Unit will consist of (i) one common share (each, a "Concurrent Offered Share") of the Company and (ii) one-half of one non-transferable common share purchase warrant (a "Warrant"). Each whole Warrant will be exercisable for a period of 24 months from the Closing Date (as defined herein) (the "Expiry Period") and will entitle the holder thereof to purchase one additional common share prior to the expiry of the Expiry Period at an exercise price of $0.10 per Warrant.
The Concurrent Offering will be made available to accredited investors and other eligible investors in all provinces of Canada and such other jurisdictions as the Company may decide in accordance with applicable laws, including NI 45-106. The securities issued pursuant to the Concurrent Offering shall be subject to a four-month and one-day statutory hold period from the date of issue in accordance with applicable Canadian securities laws. In connection with the Concurrent Offering, the Company may pay certain finders a cash commission of up to 6.0% of the gross proceeds raised from the sale of the Units.
The Company intends to use the proceeds of the Offerings as more specifically described in the Offering Document and for general corporate and working capital purposes.
The Offerings are expected to close in one or more closings, and anticipated to occur on or around May 2, 2025 (the "Closing Date"). Completion of the Offerings are subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the conditional approval of the TSX Venture Exchange ("TSXV"). Closing of the LIFE Offering is not conditional upon the closing of the Concurrent Offering.
Kovo further announces that the Company intends to extend the exercise period of a total of 8,800,000 common share purchase warrants (the "Extended Warrants") issued pursuant to its non-brokered private placement that closed on April 20, 2023 for a period of three (3) years (the "Warrant Extension").
In connection with the Warrant Extension, the new expiry date for the Extended Warrants will be April 20, 2028, subject to acceptance by the TSXV. All other terms and conditions of the Extended Warrants remain unchanged, including the original exercise price of $0.40 per common share.
All 8,800,000 Extended Warrants are held by Avonlea Ventures #2 Inc. ("AVI"), an Ontario corporation controlled by Mr. Michael Steele, a current director and controlling indirect shareholder of the Company. Mr. Steele is also a director, officer and the sole indirect beneficial shareholder of AVI. Therefore, AVI is a "related party" to the Company, and the Warrant Extension is subject to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Pursuant to Sections 5.5(a) and 5.7(1)(a) of MI 61-101, the Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements, respectively, as neither the fair market value of the Extended Warrants nor the consideration for such Extended Warrants, insofar as it involves AVI, exceeds 25 percent of the Company's market capitalization. The Company can also rely on the "financial hardship" exemptions in Sections 5.5(g) and 5.7(1)(e) of MI 61-101. A material change report in respect of this related party transaction will be filed by the Company.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Kovo+ Holdings Inc.
Kovo is a versatile technology company leading the charge in AI initiatives to drive impact and innovation across diverse industries. Kovo remains committed to its core business-model of strategic growth opportunities within mid-market Medical Billing firms, where exploitive business optimization synergies exist. Moving forward, Kovo will integrate accretive broader healthcare sector additions to its portfolio and opportunities beyond in multiple new markets. Dedicated to revolutionizing business processes optimization through technological advancements and evolving AI applied methods, Kovo embodies a commitment to ensured and enduring profitability. To learn more about Kovo and to keep up to date on Kovo news, visit www.kovoplus.com.
Cautionary Note Regarding Forward-Looking Information
Statements contained in this news release that are not historical facts are "forward-looking information" or "forward-looking statements" within the meaning of applicable Canadian securities laws. Such forward-looking statements or information are provided to inform the Company's shareholders and potential investors about management's current expectations and plans relating to the future and include, but are not limited to, (i) expectations regarding the Company's financing plans and receipt of regulatory and TSXV approvals; (ii) expectations regarding the Offerings, Warrant Extension and the respectively timing and closings thereof; and (iii) expectations concerning the Company's plans and objectives in respect of the Offerings' net proceeds. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Any such forward-looking information may be identified by words such as "anticipate", "proposed", "estimates", "would", "expects", "intends", "plans", "may", "will", and similar expressions. Forward-looking statements or information are based on a number of factors and assumptions that have been used to develop such statements and information, but which may prove to be incorrect. Although the Company believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because the Company can give no assurance that such expectations will prove to be correct. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or expressly qualified by this cautionary statement.
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.
Not for distribution to US Newswire Services or for dissemination in the United States
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/245276
© 2025 Newsfile Corp. All rights reserved.
