CardioComm Solutions Announces Royalty-Based Financing Deal

Rhea-AI Summary

CardioComm Solutions (TSXV: EKG) has secured a significant royalty-based financing arrangement valued at $1,036,958.49 with current debt lenders. The deal includes $432,000 in new capital and conversion of existing interest-bearing debt. The funding will support the commercialization of their flagship GEMS FLEX and 14-day Holter-Event LTCM ECG software platform.

The agreement involves three lenders: Xemxija Holdings, Etienne Grima (CEO), and ITF Ventures. Lenders will receive 33% royalty from company profits post-launch, with payments beginning September 2026. The deal includes issuance of 829,566 bonus shares and 16,591,335 warrants at $0.05 exercise price until October 2030.

Positive

• Secured $432,000 in new capital funding for product commercialization
• Conversion of $604,958.49 interest-bearing debt to royalty-based financing
• Alignment of lender interests with company success through royalty structure
• Option for early repayment without penalties after October 2026

Negative

• High royalty rate of 33% on revenues above $700,000
• Significant dilution through issuance of 829,566 bonus shares and 16.59M warrants
• Company experiencing financial hardship requiring insider funding
• Royalty obligation increases to 300% if not repaid within 5 years

Funding to Support Commercial Launch of Flagship 14 Day Holter-Event GEMS Software Platform

Toronto, Ontario--(Newsfile Corp. - October 1, 2025) - CardioComm Solutions, Inc. (TSXV: EKG) ("CardioComm" or the "Company"), a global medical provider of consumer heart monitoring and medical electrocardiogram ("ECG") software solutions, announces that it has entered into a royalty-based financing arrangement (the "Royalty Agreement") with current debt lenders to the Company (the "Lenders") in order secure new capital required to complete and commercialize the Company's new flagship GEMS FLEX and 14 day Holter and Event long term continuous monitoring ("LTCM") ECG software platform (the "Flagship Product"). The Royalty Agreement will also assist the Company in assuming all existing, interest-bearing loans.

The Flagship Product is expected to become CardioComm's principal offering and major source of revenue, providing healthcare professionals and patients with advanced remote monitoring capabilities, structured user feedback tools, and comprehensive customer support and installation services. 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.

The Royalty Arrangement

The Royalty Agreement, dated as of October 1, 2025, is valued at $1,036,958.49 and involves three principals, each of which is a "Lender" under the Royalty Agreement:

• Xemxija Holdings Inc. ("Xemxija", a company controlled by Daniel Grima, a director of CardioComm),
• Etienne Grima ("Etienne", a director and CEO of CardioComm); and
• ITF Ventures Inc. ("ITF", a company controlled by Daniel Grima and Etienne).

The Royalty Agreement will provide $432,000 in new capital, with $350,000 from Xemxija and $82,000 from ITF. Important to the Company will be the conversion of interest-bearing debt from two current loans held by Xemxija and Etienne (see the Company's news release dated September 26, 2025 respecting this existing loan with Etienne) worth $524,958.49 and $80,000 respectively.

The Lenders will receive royalties (the "Royalty") from Company profits following the launch of the Flagship Product, aligning the interests of the Lenders with the success of the Company's product launch, market adoption and revenue growth. The Royalty will be issued based on the Company's quarterly and annual financial disclosures with payment occurring at the end of each third financial quarter beginning September 30, 2026. The aggregate Royalty amount will be calculated as 33% of the annualized gross revenue earned and collected for the preceding 12 month, minus $700,000. Lenders will be paid pro rata, based on their loan amounts. If the Royalty amount calculated for any period is a negative amount, then the Royalty for that period will be deemed to be nil.

The obligation to pay the Royalty will terminate, and the Loans will be deemed to be repaid in full, if the Company makes Royalty payments to the Lenders on or before October 1, 2031 which total, in the aggregate, 200% of the aggregate loan amounts (the "5 Year Repayment"). The Company may at any time after October 1, 2026, and from time to time, at its sole discretion, and without penalty, make extra Royalty payments to the Lenders. If the Company does not fulfill the 5 Year Repayment on or before October 1, 2031, then the Royalty amount will increase to 300% of the aggregate loan amounts. When the Company has paid the Lenders the Royalty amount in full, and the Loans will be deemed repaid.

As consideration for providing the loans to the Company, the Company has agreed to issue to the Lenders an aggregate of 829,566 common shares of the Company (each, a "Bonus Share"; 699,966 Bonus Shares to Xemxija, 65,600 Bonus Shares to ITF, and 64,000 Bonus Shares to Etienne) and an aggregate of 16,591,335 common share purchase warrants of the Company (each, a "Bonus Warrant"; 13,999,335 Bonus Warrants to Xemxija, 1,312,000 Bonus Warrants to ITF, and 1,280,000 Bonus Warrants to Etienne). Each Bonus Warrant will be exercisable to acquire one Company common share at an exercise price of $0.05 until October 1, 2030. When issued, the Bonus Shares, the Bonus Warrants and the shares issuable on exercise of the Bonus Warrants will be subject to a hold period of four months and one day in accordance with applicable securities laws and the policies of the TSX Venture Exchange.

As security for the obligations of the Company under the Financing Agreement, the Company has granted a security interest to the Lenders in all present and after-acquired personal property of the Company. The Company has entered into a general security agreement with each Lender, and the Company and the Lenders have also executed an inter-lender agreement dated as of October 1, 2025.

The financing transaction, including issuance of the Bonus Shares and Bonus Warrants, is subject to the approval of the TSX Venture Exchange. There is no material fact or material change respecting the Company that has not been generally disclosed.

Related Party Transaction and MI 61-101 Compliance

As the Lenders are insiders of the Company, the transaction constitutes a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The 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 transaction is exempt from the minority shareholder approval requirement pursuant to section 5.7(e) of MI 61-101, on the basis that the Company is experiencing financial hardship due to the added costs required to bring its Flagship Product to market. The board of directors, acting in good faith and with the unanimous approval of all independent directors, has determined that: (1) the Company will experience serious financial difficulty in relation to its 2026 product commercialization schedule and efforts; (2) the transaction is designed to improve the Company's financial position and support its Flagship Product market launch; (3) the transaction is not subject to court approval under bankruptcy, insolvency or corporate law; and (4) the terms of the transaction are reasonable in the circumstances.

Statement of Financial Position

CardioComm emphasizes that while it faces financial constraints associated with the development and commercialization of its Flagship Product, it is not subject to insolvency proceedings and remains confident in its ability to achieve revenue generation upon launch. The financing transaction reflects the Lenders' continued confidence in the Company's business strategy and their commitment to ensuring the successful introduction of this transformational software platform to the marketplace.

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/268852

FAQ

What is the value of CardioComm's (TSXV: EKG) new royalty-based financing deal?

The financing arrangement is valued at $1,036,958.49, including $432,000 in new capital and conversion of existing debt worth $604,958.49.

How much royalty will CardioComm pay to the lenders under the new agreement?

CardioComm will pay 33% of annualized gross revenue minus $700,000, starting September 2026. If not repaid within 5 years, the royalty obligation increases to 300% of aggregate loan amounts.

What are the terms of the bonus warrants issued in CardioComm's financing deal?

CardioComm issued 16,591,335 bonus warrants exercisable at $0.05 per share until October 1, 2030, subject to a 4-month hold period.

How will CardioComm use the proceeds from the royalty-based financing?

The funds will be used to finalize and commercialize their flagship GEMS FLEX and 14-day Holter-Event LTCM ECG software platform, including market launch, user feedback reviews, and customer support services.

Who are the main lenders in CardioComm's royalty financing agreement?

The three main lenders are Xemxija Holdings Inc., Etienne Grima (CEO), and ITF Ventures Inc., all of whom are insiders of the company.