Each one in plain English, with the numbers worked through for a shareholder.
25 Nov 2016listing compliance notice▼ BadMajor
On November 25, 2016 the company filed a Form 15 to end its registration with the SEC and suspend its duty to file reports, citing 156 holders of record. This ends the public reporting that followed the 2014 share exchange, so shareholders will no longer get regular SEC filings. The form is signed by Gary Blom as President and CEO from a Linthicum, Maryland address, which differs from the earlier Florida office and CEO Bentivoglio. The form does not say what happens to the shares themselves.
15 July 2016asset acquisition disposition● NeutralMajor
The Ambumed purchase closed on July 8, 2016, making it a wholly owned subsidiary: $600,000 paid at closing, $600,000 due on the first anniversary, plus 2,000,000 restricted shares (500,000 held in escrow). Joseph Hashim became Chief Operating Officer of Ambumed through July 31, 2020, with a salary starting at $150,000 and 3,000,000 restricted shares subject to vesting, plus options on 1,000,000 shares at $0.15. This completes the agreement announced on June 30; Ambumed's financial statements are still to follow in an amendment.
On June 30, 2016 the company agreed to buy Ambumed, Inc. of Maryland, which runs the National Cardiac Monitoring Center, a 24-hour ECG monitoring service, for $1,200,000 (half at closing, half a year later) plus 2,000,000 restricted shares. The share count can be adjusted if the stock trades below $0.25 before August 1, 2017. This is the company's first purchase of an operating business; a press release says it would serve as the US data monitoring center for NowCardio and quotes projected 2016 sales of $2,500,000.
28 June 2016capital raising announcement● NeutralMajor
On June 24, 2016 the company issued 2,812,500 shares to the Bentivoglio and Sgro family trusts in exchange for all shares of 2375757 Ontario Inc., which held Bentivoglio's 2014 rights to market the heart monitor in Canada. Together with the Bozza deal, the company says it has re-acquired all Canadian marketing and distribution rights to its monitor. This adds shares for insiders' trusts, which dilutes other holders.
Nick Bozza, Louise Bozza, Lily Gascoigne, THE NICK BOZZA FAMILY TRUST reported a Event Cardio Group Inc. shareholding of 9,812,500 shares (7.22% of votes) in a periodic institutional filing.
22 June 2016capital raising announcement● NeutralMajor
On June 16, 2016 the company paid Nick Bozza CAD $1,025,000 (about US$850,000) to take back his Ontario distribution rights for the cardiac monitor, end certain debts owed to him, and buy 20,000,000 of his company shares. It also holds an option, to May 6, 2018, to buy his remaining 9,812,500 shares for US$500,000. The company also sold 2,500,000 shares and warrants to Zhenli Xu for $375,000, and 10,000,000 shares and warrants to entities controlled by Ian Genoa and Michael Ho for $1,000,000, with warrants at $0.25. This resolves the open question of Bozza's role as a major shareholder and licensee, while the new share sales dilute other holders. The filing does not say whether the 20,000,000 shares are cancelled or held by the company.
17 Feb 2016asset acquisition disposition▼ BadMajor
The company agreed with ten individuals to sell 16,901,400 shares and 10,000,000 warrants (exercisable to Feb 28, 2019 at US$0.15) for Cdn$1,500,000 (US$1,082,251), paid monthly; Cdn$335,000 (US$241,702) has been received so far. The lender 2399371 Ontario Inc., owed about Cdn$960,300 including interest, extended repayment to January 31, 2018 and swapped its notes for a 12% convertible note (conversion price Cdn$0.0873) plus 3,000,000 warrants at US$0.01; the filing says most of the money will go to finishing the heart monitor and the Health Canada and US FDA 510(k) applications. Warrants were also granted to CEO Bentivoglio and others, and his employment terms were revised (US$100,000 first-year salary, $225,000 profit-linked bonus). The filing also discloses that Life Medical claims about $800,000 is owed under the BreastCare license and that the subsidiary is in litigation over it. The company says it will likely lose its BreastCare distribution rights unless it wins, settles or raises significant money. This turns the earlier open BreastCare thread into a dispute, and the new shares, warrants and convertible note would dilute existing holders.
The company completed a round of $205,000 (the text also says $210,000) from five investors, including three people tied to Medpac, and issued 4,100,000 shares plus warrants for 4,100,000 shares at $0.10 for about four years. It also agreed to issue 320,000 shares to Medpac for coordinating the Australian sales. This continues the small share-and-warrant raises and dilutes existing holders.
What it means for a shareholder
4.1m new shares at US$0.100 to raise about US$210,000. That's 3.6% dilution: every existing holder's slice gets 3.6% smaller. If you held US$1,000 of shares (10,000 at the issue price), your slice goes from 0.00914% to 0.00881% of the company. To keep it you'd need 375 more shares - about US$38 at the issue price.
On August 19, 2015 the company confirmed an extension to June 1, 2016 of a Cdn$583,000 loan, originally made May 20, 2014 to 2340960 Ontario Inc., and agreed to a further Cdn$63,855 loan, both at 12% compounded monthly. The company guaranteed the loan, secured by a lien on all its assets, and gave the lender 600,000 shares and four-year warrants at $0.10. The principal executive office moved to Boynton Beach, Florida. This debt was not in earlier filings and puts a lien on all company assets.
In August 2015 the company raised $110,000 from four investors, including affiliates of two principal shareholders and its counsel's partner, giving shares and four-year warrants at $0.10. About $80,000 is to go to Contex Engineering to develop the Now Cardio device. This is small-scale funding that dilutes existing holders and continues work on the cardiac monitor.
11 Mar 2015capital raising announcement▲ GoodMajor
On March 5, 2015 the company received $200,000 of an agreed $500,000 investment from Medpac Asia Pacific PTY Ltd., for an 8% convertible note due January 31, 2018, convertible at $0.15 per share. In return the company agreed to give Medpac exclusive distribution of BreastCare DTS and Now Cardio in Australia and certain Southeast Asian countries for five years, and it can renegotiate if the remaining money is not received on time. A press release describes it as the first tranche of a $2,000,000 distribution agreement. This is the first outside funding for the product plans since the license, and the note could dilute shareholders if converted.
The company sold shares to two investors in late January and early February 2015: 250,000 shares plus warrants for 250,000 more shares at $0.20 (expiring January 31, 2016) to Louis Sitaras for $25,000, and 800,000 shares to Louis P. Solferino for $72,000 ($0.09 per share). Total proceeds are $97,000, and the new shares dilute existing holders.
On January 14, 2015 the company dismissed M&K CPAS and re-hired Paritz & Company, which had audited ECG before the share exchange. The filing says there were no disagreements, and M&K's reports for fiscal 2013 and 2014 carried going-concern doubt. This reverses the auditor choice made in the November 2014 amended filing.
Nick Bozza, Louise Bozza, Lily Gascoigne, THE NICK BOZZA FAMILY TRUST disclosed a new substantial Event Cardio Group Inc. shareholding (34.80% of votes).
