Nightingale Completes $0.857 million Convertible Debenture Private Placement
/NOT FOR DISTRIBUTION IN THE UNITED STATES/
MARKHAM, ON, Oct. 2, 2013 /CNW/ - Nightingale Informatix Corporation (TSX-V: NGH) ("Nightingale" or the "Company") announced that it has completed a private placement of $857,000 aggregate principal amount of 10% Series C secured subordinated convertible debentures (the "Debentures") at a price of $1,000 per Debenture (the "Debenture Offering"). The Debentures were issued pursuant to a trust indenture, dated as of March 12, 2013, between the Company and Equity Financial Trust Company, which allowed the Company to raise up to $5 million in Debentures. The Company completed two previously announced private placements totaling $3.915 million aggregate principal amount of Debentures under the same trust indenture on March 12, 2013 and August 21, 2013.
The Debenture Offering
The Debentures mature on March 14, 2016 and bear interest at the rate of 10% per annum, which shall be calculated and payable in cash monthly, in arrears, on the first business day of each month, commencing on November 1, 2013. Following March 12, 2014, Nightingale shall have the right to redeem the Debentures (a "Redemption") at any time, in whole or in part, without notice or penalty, at a price equal to their principal amount plus accrued and unpaid interest.
The Debentures are convertible at the holder's option into common shares at any time at a conversion price of $0.60 per share. The conversion price represented a 150% premium to the 30 day volume weighted average trading price, established at the market close March 8, 2013. The Debentures are secured on all of the Company's and certain of its subsidiaries' present and subsequently acquired property and assets, and shall be subordinated to certain defined senior indebtedness in the aggregate amount of $7.5 million. The Debentures will not be listed and have a four-month statutory hold period.
The funds will be used for general corporate purposes, most notably for initiatives supporting the commercial launch and roll-out of Nexia, Nightingale's next generation EMR platform.
Directors and Officers of the Company participated in the Offering by purchasing $332,000 in aggregate principal amount of Debentures.
Nightingale is one of the fastest growing health care service and software companies in North America and is recognized as an industry leader in Web-based clinician and community based electronic medical records (EMR) serving the needs of small primary care practices, multi-physician outpatient clinics, and large scale regional health organizations and networks. Coupled with integrated practice management and transcription, Nightingale's comprehensive service offering allows customers to enhance patient care, increase revenue opportunities and optimize operations. Nightingale is continuously innovating and enhancing its services to meet the needs of its growing and diverse customer base. Nightingale - Healthcare connected. www.nightingalemd.ca
Forward Looking Statement
This press release contains "forward-looking statements" within the meaning of applicable Canadian securities legislation. Generally, forward-looking statements can be identified by the use of forward- looking terminology such as "plans", "expects" or "does not expect", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may" ,"could", "would", "might", "occur" or "be achieved". 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 Nightingale to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: the ability of Nightingale to complete any additional Debenture financings; risks related to the speculative nature of the medical software industry, which is affected by numerous factors beyond Nightingale's control; the ability of Nightingale to successfully secure customer contracts and the timing of securing such contracts; the ability of Nightingale to complete and successfully integrate its acquisitions on an accretive basis, Nightingale's access to debt and capital facilities, including compliance with current debt arrangements; the existence of present and possible future government regulation; the significant competition that exists in the medical software industry; the early stage of Nightingale's business, and risks associated with early stage companies, including uncertainty of revenues, markets and profitability and the need to raise additional funding. All material assumptions used in making forward-looking statements are based on management's knowledge of current business conditions and expectations of future business conditions and trends. Certain material factors or assumptions applied by management in making forward-looking statements, include without limitation, factors and assumptions regarding future trends in healthcare spending, economic conditions affecting Nightingale and North American economies; Nightingale's ability to continue to fund its business, rates of customer defaults, relationships with, and payments to lenders, as well as Nightingale's operating cost structure.
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 CorporationFor further information:
Chief Financial Officer
Nightingale Informatix Corporation
Senior Account Executive, TMX Equicom
Tel: 416-815-0700 ext. 248