Early Warning News Release - NMSIC Focused, L.L.C. Holdings of Avisa Diagnostics Inc.
TORONTO, April 23, 2021 /CNW/ - This press release is being issued in connection with the filing of an early warning report (the "Early Warning Report") pursuant to the requirements of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues regarding the acquisition (the "Acquisition") of securities of Avisa Diagnostics Inc. (the "Issuer") by NMSIC Focused, L.L.C. ("NMSIC"). The Issuer's head office is located at 1660A Old Pecos Trail, Santa Fe, New Mexico 87505 U.S.A.
NMSIC is a limited liability company incorporated in the state of Delaware. The principal business of NMSIC is investment.
On April 20, 2021, NMSIC acquired: (i) a total of 8,352,528 class A convertible restricted voting shares ("Restricted Shares") in the capital of the Issuer, which are convertible into common shares in the capital of the Issuer ("Common Shares"), representing 16.85% of the issued and outstanding Common Shares on a partially diluted basis; and (ii) a total of 100,277 warrants to purchase Common Shares ("Warrants"). The securities (the "Acquired Securities") acquired by NMSIC represent 12.65% of the issued and outstanding Common Shares on a fully-diluted basis.
The Acquisition was made in connection with the completion of a reverse takeover transaction (the "Transaction") involving the Issuer, Avisa Pharma Inc. ("Avisa") and FogChain USA Inc. ("Subco"), a wholly-owned subsidiary of the Issuer, pursuant to a definitive merger agreement and plan of reorganization (the "Definitive Agreement") dated February 1, 2021 among the Issuer, Avisa and Subco. In connection with the Transaction, as more fully described in the Issuer's listing statement (the "Listing Statement") dated April 21, 2021, each outstanding security of Avisa was exchanged for an equivalent security of the Issuer. NMSIC acquired its portion of the Acquired Securities in exchange for: (i) 8,352,528 common shares ("Avisa Shares") in the capital of Avisa and (ii) 100,277 warrants to purchase Avisa Shares, pursuant to the terms of the Definitive Agreement as described in the Listing Statement. In connection with the closing of the Transaction, The Transaction constituted a "Fundamental Change" of the Issuer under the policies of the Canadian Securities Exchange.
Immediately prior to the completion of the Transaction, NMSIC did not have ownership of, or excised control or directive over, any voting or equity securities of the Issuer.
NMSIC holds the Acquired Securities for investment purposes and do not have any current intentions to increase or decrease its beneficial ownership or control or direction over any additional securities of the Issuer. As disclosed in the Listing Statement, the 8,352,528 Restricted Shares and 100,277 Warrants comprising the Acquired Securities ("Escrowed Securities") are subject to an escrow agreement pursuant to National Policy 46-201 (the "Escrow Agreement"). Upon release of the Escrowed Securities from escrow pursuant to the Escrow Agreement, NMSIC may, from time to time and depending on market and other conditions, acquire additional Common Shares and/or other equity, debt or other securities or instruments of the Issuer in the open market or otherwise, and reserve the right to dispose of any or all of the securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the securities, the whole depending on market conditions, the business and prospects of the Issuer and other relevant factors (in accordance with the terms of the Escrow Agreement).
The Early Warning Report will be filed by NMSIC in accordance with applicable securities laws. To obtain a copy of the Early Warning Report, please contact David Joseph c/o Avisa Diagnostics Inc., 1660A Old Pecos Trail, Santa Fe, New Mexico 87505 U.S.A., Email: firstname.lastname@example.org.
SOURCE NMSIC FOCUSED, L.L.C.