UNIDOC HEALTH CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS
The following Management's Discussion and Analysis of Financial Condition and Results of Operations (''MD&A'') should be read in conjunction with the Company's audited consolidated financial statements for the year ended March 31, 2022 (the ''Financial Statements''). The Financial Statements (and the financial information contained in the related MD&A) were prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the IASB and are presented in Canadian dollars, except where noted. The information contained within this MD&A is current to July 29, 2022. All amounts are expressed in Canadian dollars unless otherwise noted.
This discussion includes certain statements that may be deemed "forward-looking statements". Forward-looking statements usually include words such as may, will, would, expect, plan, anticipate, budget, estimates, potential, believe, intend, or other similar words. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing and general economic, market or business conditions. The Company does not update or revise forward-looking information even if new information becomes available unless legislation requires us to do so. Investors should not place undue reliance on forward-looking statements. Additional details of the specific risks associated with the operations of the Company and such forward-looking statements are set out below under "Risks and Uncertainties". Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements.
Nature of Business
Unidoc Health Corp. (the "Company") was incorporated under the Business Corporations Act of British Columbia on February 1, 2021 as Unicheck Holdings Corp and changed its name to Unidoc Health Corp. on April 8, 2021. Unicheck Holdings Corp., a wholly-owned subsidiary of the Company, was incorporated under the Business Corporations Act of British Columbia on April 8, 2021.
The Company is a healthcare services company committed to delivering real-time diagnostic, therapeutic, and environmental controls. The Company's principal offering is its Virtual Care Solution Model, a comprehensive telemedicine and telehealth solution that aims to increase access to, and the quality of, healthcare throughout Canada (the "Virtual Care Solution Model"). The Virtual Care Solution Model integrates a range of physical products, web-based services and analytical tools, and access to the Company's network of Healthcare Providers, pharmacies, and hospitals, into an easy-to-use and centralized proprietary web-based application. Through the Virtual Care Solution Model, Healthcare Providers can manage their patient's plan of treatment from start to finish, while accessing a wide-range of diagnostic and monitoring tools. Patients get the benefit of being able to receive high-quality medical care outside of the traditional healthcare delivery method, including from the comfort of their home.
Overall Performance
On April 30, 2021, the Company granted 500,000 stock options exercisable at $0.50 for a period of 2 years to directors, officers and consultants.
On June 22, 2021, the Company closed a private placement financing of 2,752,100 special warrants (the "Special Warrants") at $1.25 per Special Warrant for gross proceeds of $3,440,125.00. Each of the Special Warrants entitles the holder to acquire one common share in the capital of the Company and one-half of one common share purchase warrant for no additional consideration upon voluntary exercise prior to, or deemed exercise on the earlier of: (a) October 23, 2021; and (b) the third business day after a receipt is issued for the Final Prospectus (the "Exercise Date"). Each warrant will entitle the holder to acquire one additional common share in the capital of the Company at an exercise price of $2.50 for a period of 24 months following the Exercise Date.
On October 23, 2021, the 2,752,100 special warrants were deemed to have been exercised resulting in the issuance of 2,752,100 common shares and 1,376,050 warrants.
On December 6, 2021, the Company granted 430,000 stock options exercisable at $1.25 for a period of 2 years to directors, officers and consultants.
On December 10, 2021, the Company granted 30,000 stock options exercisable at $1.25 for a period of 2 years to consultants.
On February 3, 2022, the Company announced that it entered into a commercial master distribution agreement with AMD Global Telemedicine Inc. for the provision of specialized products and services critical to commercialization efforts. The products and services will be purposed and integrated into the Company's Virtual Care Solution Model.
On April 26, 2022, the Company entered into a definitive master equipment deployment and services agreement with the offices of Her Royal Highness, Nana Hemaa Kwasi Bozoma III, Ndweafo Royal Stool, Ekpu, Western Region, Republic of Ghana and Nana Angate Kpanyinli III. Pursuant to the agreement, the Company has agreed to the leasing of certain telehealth equipment and licensing of related software including the Virtual Care Solutions Model kiosks for monthly service fees.
On May 4, 2022, the Company entered into a definitive master equipment deployment and services agreement with Sirach Health and Wellness Inc. Pursuant to the agreement, the Company has agreed to the leasing of certain telehealth equipment and licensing of related software including the Virtual Care Solutions Model kiosks for monthly service fees.
On May 11, 2022, the Company entered into a definitive master equipment deployment and services agreement with Northern Pacific Global Investment Services Limited. Pursuant to the agreement, the Company has agreed to the leasing of certain telehealth equipment and licensing of related software including the Virtual Care Solutions Model kiosks for monthly service fees.
On June 9, 2022, the Company amended its licensing agreement with UniCheck S.R.L. The amended agreement officially removes all territorial restrictions from the original agreement, which was signed on June 8, 2021, and grants the Company exclusive license to utilize and employ the UniCheck S.R.L. intellectual property globally.
Management and Board of Director Changes
On October 29, 2021, the Company appointed Austin Thornberry to the Board of Directors. Neil Mundie is no longer on the Board of Directors.
Selected Annual Financial Information
Period from | ||
incorporation | ||
Year ended | February 1, 2021 to | |
March 31, 2022 | March 31, 2021 | |
$ | $ | |
Total revenues | Nil | Nil |
Net loss and comprehensive loss | 3,004,944 | 237,322 |
Basic and diluted loss per share | 0.35 | 0.10 |
Total assets | 1,178,880 | 288,400 |
Total non-current financial liabilities | 54,536 | Nil |
The Company is in its early stages of operations does not generate any revenues yet.
The composition of net loss for the year ended March 31, 2022 and period from incorporation on February 1, 2021 to March 31, 2021 is detailed below in "Results of Operations".
Total assets as at March 31, 2022 increased to $1,178,880 from $288,400 as at March 31, 2022. The increase in total assets of $890,480 is primarily attributable to an increase in cash of $572,586 mainly from the Company's various financings, an increase in prepaid expenses of $90,263 related mainly to prepaid marketing fees, an increase in equipment of $83,009 related mainly to the addition of medical cart demonstration units, and an increase of $89,062 in right-of-use assets related to the new office lease.
Total non-current liabilities increased to $54,536 from $Nil as at March 31, 2022. The balance relates entirely to the lease liability recorded on the new office lease entered into during the year.
Results of Operations
For the year ended March 31, 2022 compared to the period from incorporation on February 1, 2021 to March 31, 2021
The Company incurred a loss of $3,004,944 during the year ended March 31, 2022 compared to a net loss of $237,322 for the period from incorporation on February 1, 2021 to March 31, 2021.
The increase in net loss is primarily attributable to the year ended March 31, 2022 being the first full year of operations and the Company's efforts to complete the listing of its common shares on the CSE.
The expenses incurred by the Company are as follows:
Period from | ||||
incorporation | ||||
Year ended March 31, | February 1, 2021 to | |||
2022 | March 31, 2021 | |||
Advertising | $ | 448,988 | $ | - |
Consulting | 554,299 | 11,200 | ||
Depreciation | 15,248 | - | ||
Foreign exchange | 206 | - | ||
Interest expense | 1,771 | - | ||
Investor relations | 628,720 | 7,500 | ||
Office and administrative | 68,884 | 156 | ||
Professional fees | 510,753 | 173,260 | ||
Regulatory and filing fees | 36,678 | 5,250 | ||
Research and development | 353,016 | - | ||
Salaries and benefits | 13,251 | - | ||
Share-based compensation | 372,980 | - | ||
Software | 150 | 26,480 | ||
Travel and entertainment | - | 13,476 | ||
Loss for the period | $ | 3,004,944 | $ | 237,322 |
Advertising expense was mainly related to the development of the Company's website, marketing and branding consultations, and social media management.
Consulting fees mainly consisted of $362,818 in consulting fees paid to related parties (see Related Party Transactions for breakdown), $55,199 for advisory fees and introduction services for funding opportunities, and $42,000 for business development.
Investor relations expenses were mainly related to public relations activities which included investor introductions, setting up investor relations apparatus including phones, email and database systems and answering investor related communications for the Company.
Office and administrative expense of $68,884 were incurred largely for the set up of the Company's new office space.
Professional fees incurred were mainly related to legal expenses for related to the Company's equity financing activities, general corporate matters and its plans to go public.
Research and development costs are related to research and engineering expenditures on the development of the virtual care solutions model. The breakdown of the fees are as follows:
Year ended | ||
March 31, 2022 | ||
Engineering | $ | 152,761 |
IT upgrade and implementation | 121,017 | |
Graphics and system architecture | 28,628 | |
Drawings and materials | 45,578 | |
Prototype and kiosk design | 5,032 | |
Total | $ | 353,016 |
The Company hired its first employee in February 2022 and incurred salaries and benefits of $13,251.
Share-based compensation is related to the grant of options to officers and directors during the year.
For the three months ended March 31, 2022 compared to the period from incorporation on February 1, 2021 to March 31, 2021
The Company incurred a loss of $1,032,925 during the three months ended March 31, 2022 compared to a net loss of $237,322 for the period from incorporation on February 1, 2021 to March 31, 2021. The increase in net loss is primarily attributable to the growth in operations in the current period and the prior period including only two months of activity.
The expenses incurred by the Company are as follows:
Period from | ||||
incorporation | ||||
Three months ended | February 1, 2021 to | |||
March 31, 2022 | March 31, 2021 | |||
Advertising | $ | 253,353 | $ | - |
Consulting | 133,693 | 11,200 | ||
Depreciation | 11,617 | - | ||
Foreign exchange | (5,539) | - | ||
Interest expense | 1,771 | - | ||
Investor relations | 387,898 | 7,500 | ||
Office and administrative | 43,520 | 156 | ||
Professional fees | 94,773 | 173,260 | ||
Regulatory and filing fees | 24,784 | 5,250 | ||
Salaries and benefits | 13,251 | - | ||
Software | - | 26,480 | ||
Travel and entertainment | - | 13,476 | ||
Loss for the period | $ | 959,121 | $ | 237,322 |
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UniDoc Health Corp. published this content on 29 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 July 2022 21:52:05 UTC.
