Marizyme, Inc. completed the acquisition of My Health Logic Inc. from Health Logic Interactive Inc. (TSXV:CHIP.H).
December 21, 2021
Share
Marizyme, Inc. (OTCPK:MRZM) signed a non-binding letter of intent to acquire My Health Logic Inc. from Health Logic Interactive Inc. (TSXV:CHIP.H) for CAD 11.6 million on August 1, 2021. Marizyme, Inc. entered into a definitive agreement to acquire My Health Logic Inc. from Health Logic Interactive Inc. on November 1, 2021. Health Logic Interactive will receive 4.6 million shares of Marizyme and cash consideration of CAD 1,000 as consideration. The number of shares was negotiated between parties of Marizyme and Health Logic, and the price per share is a floating number that will be finalized in the definitive agreement. In connection with the plan of arrangement, Marizyme will issue 4.37 million Marizyme Shares to My Health Logic. Subsequently, Marizyme will issue 0.23 million Marizyme Shares to Health Logic Interactive.
Health Logic Interactive will have the right to appoint two nominees to the board of directors of Marizyme; it is expected that the management of Marizyme will change once the transaction is completed. The employees of, and consultants to, My Health Logic will continue to operate in the same capacity as prior to the transaction. On closing of the acquisition, David Barthel will be appointed Chief Executive Officer of Marizyme and will cease his position as Chief Executive Officer of Health Logic Interactive. As part of the agreement Health Logic Interactive is subject to non-solicitation provisions, but Health Logic Interactive may exercise its fiduciary out in respect of a superior proposal. If such an occasion occurs, the agreement provides that Health Logic Interactive will pay Marizyme CAD 3 million as liquidated damages and reimbursement of the expenses incurred by Marizyme in connection with the acquisition. On completion of the Arrangement, the business of Marizyme will be unchanged except that the business formerly undertaken by My Health Logic Inc. will now be carried out as a wholly owned subsidiary under Marizyme's corporate structure.
The transaction is subject to the completion of diligence, the approval of the Supreme Court of British Columbia, the approval of the TSX Venture Exchange, negotiation and execution of definitive documentation, and approval of the Health Logic Interactive's shareholders. The transaction is subject to at least two-thirds of the votes cast on the arrangement resolution by Health Logic Interactive shareholders present in person or represented by proxy at the meeting. The transaction has been unanimously approved by the Board of Directors of Health Logic Interactive. The Board of Directors of Health Logic Interactive unanimously recommends that Health Logic Interactive's shareholders vote in favour of the resolution to approve the transaction. The transaction will be completed by December 13, 2021. As of November 22, 2021, the transaction is expected to close on or before December 31, 2021. Evans & Evans, Inc. acted as fairness opinion provider to Health Logic Interactive. Robb McNaughton of Borden Ladner Gervais LLP acted as legal advisor to Health Logic Interactive. Ben Slager of Mogan Daniels Slager LLP, Alexander Holburn Beaudin + Lang LLP, and Reed Smith LLP acted as legal advisors to Marizyme.
Marizyme, Inc. (OTCPK:MRZM) completed the acquisition of My Health Logic Inc. from Health Logic Interactive Inc. (TSXV:CHIP.H) on December 22, 2021. Marizyme has acquired all of the issued and outstanding shares in the capital of My Health Logic, being 6,252,293.52 issued common shares.
Marizyme, Inc. is a multi-technology life science company. The Company is engaged in the development and commercialization of medical technologies that improves patient health outcomes. Its products include DuraGraft, MATLOC 1 and Krillase. DuraGraft is a one-time intraoperative vascular graft treatment for use in vascular and bypass surgeries that maintains endothelial function and structure, thereby reducing the incidence and complications of graft failure and improving clinical outcomes post bypass surgery. MATLOC is a lab-on-chip digital screening and diagnostic device platform, which is being developed for quantitative chronic kidney disease (CKD) assessment. Krillase can be used in the treatment of chronic wounds and burns, and other clinical applications. Its DuraGraft is an endothelial damage inhibitor (EDI), indicated for cardiac bypass, peripheral bypass, and other vascular surgeries.