November 29, 2021
Hapbee Announces Initial Closing of Upsized Non-Brokered Private Placement of $6.1 Million
“We would like to thank all of our new and existing shareholders for the overwhelming support received during this recent financing,” said Yona Shtern, CEO of Hapbee. “With an additional $6.1 million in growth capital now in our treasury, we are in a position to accelerate our growth by expanding distribution channels, increasing marketing resources while increasing our brand visibility. Our goal remains to provide as many customers as possible with the Hapbee product as we believe people deserve to be in greater control of how they feel.”
Each Unit consists of one subordinated voting share in the capital of the Company (each, a “Share“) and one subordinated voting share purchase warrant (each, a “Warrant“), with each Warrant entitling the holder thereof to acquire one Share for a period of three years from the closing of the Offering at an exercise price of $0.50 per Share.
The net proceeds received by the Company from the Offering will be used for product development, business development, working capital and general corporate purposes.
The expiry date of the Warrants will be subject to prior acceleration following the closing of the Offering, at the discretion of the Company. As previously announced, if the Shares trade at or above $1.00 on the TSX Venture Exchange (the “Exchange“) for a period of 10 consecutive trading days after the expiry of the four-month hold period, the Company may issue a news release accelerating the expiry date to 60 days after the filing of such news release.
Closing of the Offering is subject to certain customary conditions, including, without limitation, approval of the Exchange. The securities to be issued under the Offering will be offered by way of private placement pursuant to applicable exemptions from the prospectus requirements under applicable securities laws. Securities issued under the Offering will be subject to a hold period which will expire four months and one day from the date of closing.
In connection with the closing of the initial tranche of the Offering, the Company paid cash finders’ fees in the aggregate amount of $115,052, issued a total of 205,660 finder’s shares and issued a total of 589,166 non-transferrable finder’s warrants (each, a “Finder’s Warrant“). Each Finder’s Warrant entitles the holder thereof to purchase one Share at a price of $0.50 per share for a period of one year after the closing date. Insiders of the Company purchased a total of 1,113,283 Units under the Offering, which constituted a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The issuance of the Units to the insiders of the Company under the Offering are exempt from the formal valuation and minority shareholder approval requirements under MI 61-101 pursuant to subsections 5.5(b) and 5.7(1)(a), as the Company’s common shares are not listed on a specified market and the fair market value of these Units will not exceed 25% of the Company’s market capitalization.
Canadian-based Hapbee is a wearable wellness technology company that aims to help people enhance how they feel. Powered by patented ultra-low radio frequency energy (ulRFE®) technology, Hapbee delivers low-power electromagnetic signals designed to produce sensations such as Happy, Alert, Focus, Relax, and others. The Company has offices in Montreal, Vancouver, Seattle and Phoenix.
Hapbee is available for purchase at Hapbee.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.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the 1933 Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and application state securities laws.
Certain statements in this news release may constitute “forward-looking information” within the meaning of applicable securities laws (also known as forward-looking statements). Forward-looking information involves known and unknown risks, uncertainties and other factors, and may cause actual results, performance or achievements or industry results, to be materially different from any future results, performance or achievements or industry results expressed or implied by such forward-looking information. Forward-looking information generally can be identified by the use of terms and phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “feel”, “intend”, “may”, “plan”, “predict”, “project”, “subject to”, “will”, “would”, and similar terms and phrases, including references to assumptions. Some of the specific forward-looking information in this news release includes, but is not limited to, statements with respect to: Hapbee being able to complete the Offering; the number of securities to be issued at closing of the Offering and the gross proceeds received; the timing of the closing of the Offering; the payment of any finders fees and the form thereof; the exercise of warrants; and the use of net proceeds from the Offering.
Forward-looking information is based on a number of key expectations and assumptions made by Hapbee, including, without limitation: the COVID-19 pandemic impact on the Canadian and global economy and Hapbee’s business, and the extent and duration of such impact; Hapbee’s ability to complete the Offering; no material change will occur before Hapbee is able to complete the Offering; no change to laws or regulations that negatively affect Hapbee’s business; there will be a demand for Hapbee’s services and products in the future; all necessary approvals will be received and all conditions will be satisfied or waived; and Hapbee will be able to operate its business as planned. Although the forward-looking information contained in this news release is based upon what Hapbee believes to be reasonable assumptions, it cannot assure investors that actual results will be consistent with such information.
Forward-looking information is provided for the purpose of presenting information about management’s current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. Forward-looking information involves significant risks and uncertainties and should not be read as a guarantee of future performance or results as actual results may differ materially from those expressed or implied in such forward-looking information. Those risks and uncertainties include, among other things, risks related to: that Hapbee will be able to complete its business objectives as anticipated; the impacts of the COVID-19 pandemic on the Canadian and global economy, Hapbee’s industry and its business, which may negatively impact, and may continue to negatively impact, Hapbee and may materially adversely affect its investments, results of operations, financial condition and Hapbee’s ability to obtain additional equity or debt financing, and satisfy its financial obligations; the ability for Hapbee to close the Offering; the ability for Hapbee to continue to list its Shares on the Exchange or another exchange; circumstances may change resulting in the use of proceeds; general economic conditions; future growth potential; prices of its securities; liquidity; tax risk; tax laws currently in effect remaining unchanged; ability to access capital markets; environmental matters; and changes in legislation or regulations. Management believes that the expectations reflected in the forward-looking information contained herein are based upon reasonable assumptions and information currently available; however, management can give no assurance that actual results will be consistent with such forward-looking information.
The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement. Forward-looking information reflects management’s current beliefs and is based on information currently available to Hapbee. The forward-looking information is stated as of the date of this news release and Hapbee assumes no obligation to update or revise such information to reflect new events or circumstances, except as may be required by applicable law.
SOURCE Hapbee Technologies Inc.
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