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.
About Nightingale
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