CardioComm Receives TSX Venture Exchange Approval for Announced Loan Facility
Rhea-AI Summary
CardioComm (TSXV:EKG / OTC:EKGGF) received TSX Venture Exchange approval for a $512,000 loan facility dated November 3, 2025 to fund completion and commercialization of its GEMS FLEX and 14-day Holter/LTCM ECG platform (the Flagship Product).
The financing includes issuance of 345,600 common shares and 6,912,000 warrants to lenders (related parties), with each warrant exercisable at $0.05 until November 3, 2030 and a four-month hold ending March 11, 2026. The company said funds will finalize product, run user feedback reviews, launch targeted marketing, and provide post-launch support.
Positive
- $512,000 loan to fund commercialization
- Funding earmarked to finalize Flagship Product release
- Capital supports user feedback, launch, and post-launch support
Negative
- Issued 345,600 common shares and 6,912,000 warrants to lenders
- Majority of Bonus securities issued to related parties (insiders)
- Warrants exercisable at $0.05 until Nov 3, 2030 (potential future dilution)
Funding will be used to a advance GEMS Flex And 14-Day Holter/LTCM ECG Platform
Toronto, Ontario--(Newsfile Corp. - November 10, 2025) - CardioComm Solutions, Inc. (TSXV: EKG) ("CardioComm" or the "Company"), a global medical provider of consumer heart monitoring and medical electrocardiogram ("ECG") software solutions, is pleased to announce that it has received approval from the TSX Venture Exchange for its November 3, 2025 announced loan agreement dated November 3, 2025 (the "Loan Agreement") representing aggregate funding of
The Loan Agreement provides new working capital to complete and commercialize the Company's GEMS FLEX and 14-day Holter and Event long term continuous monitoring ("LTCM") ECG software platform (the "Flagship Product"). The Flagship Product is expected to become CardioComm's principal offering and major source of revenue, providing healthcare professionals and patients with new and advanced remote monitoring and ECG analysis capabilities. This financing transaction will enable the Company to:
- Finalize the Flagship Product for a full market-ready release;
- Conduct structured user feedback reviews to refine usability and performance;
- Launch and market the Flagship Product to targeted healthcare markets; and
- Provide post-launch customer support and installation services.
Pursuant to the Loan Agreement, the Company has issued an aggregate of 345,600 common shares of the Company (each, a "Bonus Share") and 6,912,000 common share purchase warrants of the Company (each, a "Bonus Warrant") to certain of the lenders under the Loan Agreement, as follows: 280,000 Bonus Shares and 5,600,000 Bonus Warrants to Xemxija Holdings Inc. ("Xemxija", a company controlled by Daniel Grima, a director of CardioComm); and 65,600 Bonus Shares and 1,312,000 Bonus Warrants to ITF Ventures Inc. ("ITF", a company controlled by Daniel Grima and Etienne Grima, CEO and a director of CardioComm). Each Bonus Warrant is exercisable to acquire one Company common share at an exercise price of
Related Party Transaction and MI 61-101 Compliance
As the lenders under the Loan Agreement (Xemxija, ITF and Etienne Grima, each a "Lender" and collectively the "Lenders") are insiders of the Company, the loans under the Loan Agreement (the "Loan Transaction") and the issuance of Bonus Shares and Bonus Warrants to Xemxija and ITF (the "Bonus Transaction") are "related party transactions" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Each of the Loan Transaction and the Bonus Transaction is exempt from the formal valuation requirement because the Company's securities are not listed on any of the markets specified in section 5.5(b) of MI 61-101. The Loan Transaction is exempt from the minority shareholder approval requirement pursuant to section 5.7(1)(f) of MI 61-101, on the basis that the Loan Transaction contemplates loans being obtained by the Company from related parties on reasonable commercial terms that are not less advantageous to the Company than if the loans were obtained from a person dealing at arm's length with the Company, and the loans are not convertible into or repayable in equity or voting securities of the Company. The Bonus Transaction is exempt from the minority shareholder approval requirement pursuant to section 5.7(1)(a) of MI 61-101 because neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Bonus Transaction exceeds 25 per cent of the Company's market capitalization. In considering and unanimously approving the Loan Transaction and the Bonus Transaction, there were no materially contrary views, abstentions (except for any abstentions required by corporate law) or material disagreements by any director of the Company. The Company did not file a material change report at least 21 days before executing the Loan Agreement, which was reasonable given the MI 61-101 exemptions noted above and because the Loan Agreement was subject to receipt of TSX Venture Exchange approval.
To learn more about CardioComm's products and for further updates please visit the Company's websites at www.cardiocommsolutions.com and www.theheartcheck.com.
About CardioComm Solutions
CardioComm Solutions' patented and proprietary technology is used in products for recording, viewing, analyzing and storing electrocardiograms for diagnosis and management of cardiac patients. Products are sold worldwide through a combination of an external distribution network and a North American-based sales team. CardioComm Solutions has earned the ISO 13485 and ISO 27001 certifications, is HIPAA compliant and holds medical device clearances and sales licenses from the USA (FDA) and Canada (Health Canada).
FOR FURTHER INFORMATION PLEASE CONTACT:
Etienne Grima, Chief Executive Officer
1-877-977-9425 x227
investor.relations@cardiocommsolutions.com
Forward-looking statements
This release may contain certain forward-looking statements and forward-looking information with respect to the financial condition, results of operations and business of CardioComm Solutions and certain of the plans and objectives of CardioComm Solutions with respect to these items. Such statements and information reflect management's current beliefs and are based on information currently available to management. By their nature, forward-looking statements and forward-looking information involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements and forward-looking information.
In evaluating these statements, readers should not place undue reliance on forward-looking statements and forward-looking information. The Company does not assume any obligation to update the forward-looking statements and forward-looking information contained in this release other than as required by applicable laws, including without limitation, Section 5.8(2) of National Instrument 51-102 (Continuous Disclosure Obligations).
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/273966
FAQ
How much funding did CardioComm (EKGGF) receive under the November 3, 2025 loan agreement?
What will CardioComm use the $512,000 loan for and when will the Flagship Product be commercialized?
What securities did CardioComm issue to lenders and what are the warrant terms?
Are the loans and bonus securities related-party transactions for CardioComm (EKGGF)?
When do the issued Bonus Shares, Bonus Warrants, and shares issuable under warrants become tradable?
