MARKHAM, ON, July 29, 2015 /CNW/ - Nightingale Informatix Corporation (TSX-V: NGH) ("Nightingale" or the "Company"), a cloud-based provider of electronic health record (EHR) software and related services, announced today it has filed its financial results for the fiscal year ended March 31, 2015. Additional information concerning the Company, including its audited consolidated financial statements and its Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") for the year ended March 31, 2015 can be found at www.sedar.com.
"The delays in the full launch of our V10 product had a major negative impact on our financial performance for this past year, however we achieved some significant milestones that we expect will lead to the Company returning to growth, said Sam Chebib, CEO of Nightingale. "We have started to migrate customers in the US to our V10 Practice Management solution, and continue to improve the quality and feature richness of the V10 platform. We are excited by the opportunities this new platform will open to the Company, both locally and internationally."
The Company also announced it had retained Healthios Capital Markets, LLC, a Chicago based investment bank to be its financial advisor as the Company seeks to obtain additional financing and evaluate strategic solutions. "We continue to be excited about the growth opportunities we have at Nightingale as we go through our transition," said Sam Chebib, CEO of Nightingale. "We will pursue all financial and strategic alternatives in order to both help see our strategy through and maximize all our stakeholders' interests."
The Company also announced it has agreed to complete a non-brokered private placement of a short term subordinated secured note (the "Note") in the principal amount of up to $1.15 million ("Principal Amount"). The Note will be purchased by Optimum Marketing & Merchandising Services Ltd. (the "Lender"), a company controlled by a director of the Company with advances against the Note permitted prior to finalization. The proceeds of the Note are intended to be used by the Company for working capital and general corporate purposes.
The Note will bear interest at a fixed rate of 12% per annum, calculated and payable monthly in arrears on the last day of each month. The Note will be secured by all of the Company's present and subsequently acquired property and assets and shall be subordinated to certain defined senior indebtedness. The completion of the issue of the Note remains subject to the approval of the TSX Venture Exchange.
The Note may be repayable by the Company, at its sole option, at any time, in whole or in part, without notice, at a price equal to the face value being repaid, subject to the consent of the Company's senior lenders.
The issuance of the Note constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") and Policy 5.9 of the TSXV Corporate Finance Manual, because the Lender is a company controlled by a director and significant shareholder of the Company ("Invested Director"). Accordingly, the Board of Directors of the Company, excluding the Invested Director, approved the issuance of the Note. MI 61-101 requires a formal valuation and minority shareholder approval for a related party transaction unless an exemption is available. An exemption from the valuation requirement is available to the Company, as no securities of the Company are listed on a specified exchange. An exemption from the minority shareholder approval is available to the Company, since, the transaction is a loan on reasonable commercial terms with no equity or voting component. The Company expects to release a material change report including details with respect to the related party transaction less than 21 days prior to the issuance of the Note, which the Company deemed reasonable in the circumstances so as to be able to avail itself of the financing opportunity and complete the Note issuance in an expeditious manner.
The Company also announced that Marc Filion has accepted a new full-time role with another company. This new role, combined with his other professional engagements, prevents him from dedicating the time necessary to fulfill his obligations as a Director of Nightingale. Consequently, Mr. Filion has resigned from the Nightingale Board of Directors. Mr. Filion, based in Quebec, had been a Director since 2012. "We thank Marc for his years of commitment and guidance for the Company and our Board," said Brian Schachter, Chairman of the Board for the Company.
For more than a decade, Nightingale (TSX-V: NGH) has been delivering innovative cloud-based Electronic Health Record (EHR) and Practice Management solutions to healthcare organizations across the United States and Canada. Our goal is to uncomplicate the day-to-day challenges of healthcare providers. We achieve this by creating software that is truly intuitive—minimizing training and maximizing adoption. We believe so strongly in building easy-to-use software that we structured our entire product team around user-centric design. Our clients are benefiting from this focus through a well-supported and robust solution that presents a holistic view of a person's well-being in a simple, clean interface, so that the best health decisions can be made. Nightingale – One Patient. One Record. www.nightingalemd.com
Forward Looking Statement
This press release contains "forward-looking statements" respecting the Company's financial statements and the issuance and cancellation of securities of the Corporation 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 service the interest on its debt and to repay the principal on its debt; risks associated with obtaining the required approval of the Exchange and other approvals related to its debt; 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 successfully develop and market the V10 platform; 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 Corporation
For further information: David Toews, CFO, Nightingale Informatix Corporation, Tel: 905-943-2600, [email protected]; Sam Chebib, CEO, Nightingale Informatix Corporation, Tel: 905-943-2611, [email protected]