Break Free™ Summary
Break Free™ is an iOS and Android based mobile application that uses a holistic approach to first monitor and track smoking related habits of adult tobacco users, analyze the habits, and then suggest customized changes that are specific to each adult smoker to ensure personalized care and attention. The Break Free™ mobile app uses state-of-the-art technologies, including a companion diagnostics module to help adult smokers personalize and customize the use of currently available FDA-approved smoking cessation devices, augmented and virtual reality mental health simulations, and circadian rhythm sensors to monitor actigraphy, sleep/wake cycles, and snoring to help adult tobacco users quit smoking.
The App has not been made available to consumers for use at this time, and remains subject to further development. Upon completion of the Proposed Transaction, TAAT® plans to complete the development of the App for use by consumers on the Android and iOS smartphone platforms by integrating additional features that are currently under patent applications (the "Pending Patents") with the
The App is currently at the prototype stage of development. Alpha testing is currently being performed by the software development team. The App developers are nearing the midpoint phase of Alpha testing. The Alpha testing includes running all the operational modes of the App one at a time and debugging and correcting any discovered errors. Outside contractors are being used to proofread content and perform some functionality testing.
Below is a summary of the Pending Patents, which may or may not be integrated into the final App version:
Patent Pending Serial No. 17/857,095 covers a nicotine tobacco cessation digital device mobile application configured to assist a smoker in breaking a nicotine addiction and tobacco habit using a holistic approach with interactive connectivity to vital signs, social media group support and virtual reality gaming mental health tools.
Patent Pending Serial No. 17/857,097 covers a nicotine tobacco cessation digital device mobile application configured to assist a smoker in breaking a nicotine addiction and tobacco habit using companion diagnostics with personalized assistance for FDA approved products.
Patent Pending Serial No. 17/857,100 covers a nicotine tobacco cessation digital device mobile application configured to assist a smoker in breaking a nicotine addiction and tobacco habit using a holistic approach with interactive connectivity to circadian rhythm wake and sleep patterns.
Proposed Acquisition
Subject to approval by at least two-thirds of the votes cast at Boksburg's shareholders meeting scheduled on
The Consideration Shares are comprised of: 1) 11,162,791 Consideration Shares which shall be issued on the closing of the Proposed Transaction (the "Closing Consideration Shares") and be subject to a four (4) month and one (1) day hold period from the date of issuance, and 2) 5,837,209 Consideration Shares which shall be issued on the closing of the Proposed Transaction (the "Milestone Consideration Shares"), but subject to escrow. The number of Milestone Consideration Shares and milestones applicable to the escrow releases are as follows:
- 1/3 of the Milestone Consideration Shares shall be released on the later of: (i) 6 months from the closing date; and (2) the launch of the BreakFree mobile application in either the Apple or
Google App stores and the completion of a minimum of 1,000 downloads (the "Milestone #1"). In the event Milestone #1 is not achieved within 36 months from closing, then the Milestone Consideration Shares allocated for Milestone #1 shall be returned to the TAAT® treasury for cancellation. - Next 1/3 of the Milestone Consideration Shares shall be released on the later of: (i) 6 months, from the closing date; and (ii) the receipt of a minimum of 1 out of 3 US patents surrounding intellectual property and filed (the "Milestone #2"). In the event Milestone #2 is not achieved within 36 months from closing, then the Milestone Consideration Shares allocated for Milestone #2 shall be returned to the TAAT® treasury for cancellation.
- Remaining 1/3 of the Milestone Consideration Shares shall be released on the later of: (i) 6 months from the closing date; and (ii), the achievement of a minimum of CAD
$600,000 in revenue directly from the app (the "Milestone #3"). In the event Milestone #3 is not achieved within 24 months from closing, then the Milestone Consideration Shares allocated for Milestone #3 shall be returned to the TAAT® treasury for cancellation.
The Company is relying on the Asset Acquisition Prospectus Exemption, pursuant to Section 2.12 of National Instrument 45-106. The closing of the Proposed Transaction remains subject to Boksburg Shareholder Approval among other standard closing conditions set out in the definitive agreement. With respect to the Company, neither a fundamental change, change of business, nor change of control (as those terms are defined in Canadian Securities Exchange Policy 8) will result upon closing of the Proposed Transaction.
Although the Company expects the Proposed Transaction to close shortly after Boksburg obtains Boksburg Shareholder Approval, until such approval is obtained, the CSE is satisfied with Taat's disclosure of the Proposed Transaction, and other closing conditions are satisfied, there can be no assurance that the Proposed Transaction will be completed.
The Break Free™ smartphone application, which is expected to be available on Apple and Android handsets in
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On behalf of the Board of Directors of the Company,
TAAT® GLOBAL ALTERNATIVES INC.
“Michael Saxon”
For further information, please contact:
TAAT® Investor Relations
1-833-
investor@taatglobal.com
THE CANADIAN SECURITIES EXCHANGE (“CSE”) HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ACCURACY OR ADEQUACY OF THIS RELEASE, NOR HAS OR DOES THE CSE’S REGULATION SERVICES PROVIDER.
About TAAT® Global
TAAT® is a vertically integrated consumer product and distribution company, generating more than CAD
For more information, please visit http://taatglobal.com.
Forward-Looking Statements
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Often, but not always, forward-looking information and information can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “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” or “will” be taken, occur, or be achieved. Forward-looking information in this news release includes statements regarding the anticipated performance of TAAT® in the tobacco industry, in addition to the following: Anticipated completion of the Company’s acquisition of the Break Free™ smartphone app and corresponding intellectual property from
The statements in this news release have not been evaluated by
This news release may contain trademarked names of third-party entities (or their respective offerings with trademarked names) typically in reference to (i) relationships had by the Company with such third-party entities as referred to in this release and/or (ii) client/vendor/service provider parties whose relationship with the Company is/are referred to in this release. All rights to such trademarks are reserved by their respective owners or licensees.
Statement Regarding Third-Party Investor Relations Firms
Disclosures relating to investor relations firms retained by TAAT®
A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/b1b6d1fa-cf8c-486c-a30a-59f006c16678
Picture 1
The Break Free™ smartphone application, which is expected to be available on Apple and Android handsets in the United States , can potentially assist adult smokers in taking control of their relationship with nicotine.
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