Hapbee Announces Shares-for-Debt Settlement

Rhea-AI Summary

Hapbee Technologies announced a shares-for-debt settlement to resolve $235,954.48 in outstanding debt to arm's length suppliers and consultants. The company will issue 2,621,716 common shares at $0.09 per share to settle debts related to goods, products, and consulting services for marketing, business development, and product development, particularly in the Sleep category. The settlement aims to preserve cash for future operations and requires TSX Venture Exchange approval. The issued shares will be subject to a 4-month resale restriction in Canada and cannot be offered or sold in the United States without registration under the U.S. Securities Act.

Positive

• Settlement preserves cash for future operations
• Eliminates $235,954.48 in outstanding debt
• Board unanimously approved the settlement as being in company's best interest

Negative

• Share issuance causes dilution for existing shareholders
• Settlement price of $0.09 per share indicates low share value
• Company unable to pay suppliers and consultants in cash, suggesting potential liquidity issues

VANCOUVER, British Columbia, June 05, 2025 (GLOBE NEWSWIRE) -- Hapbee Technologies, Inc. (TSXV: HAPB) (OTCQB: HAPBF) (FSE: HA1) (“Hapbee” or the “Company”), the digital wellness technology company, announces that it has arranged to settle an aggregate of $235,954.48 (the “Debt”) owing to arm’s length suppliers and consultants of the Company by the issuance of a total of 2,621,716 common shares at a deemed price of $0.09 per share (the “Shares-for-Debt Settlement”). The Debt represents unpaid fees for goods, products and consulting services (and related expenses) that have been previously provided to the Company to market approved products, assist in business development and to develop additional products for the Hapbee product line and explore in depth opportunities in the Sleep areas. The Company intends to complete the Shares-for-Debt Settlement to preserve cash for future operations. The Company's board of directors believe that the Shares-for-Debt Settlement is in the best interests of the Company and has unanimously approved the Shares-for-Debt Settlement. Completion of the Shares-for-Debt Settlement is subject to the acceptance of the TSX Venture Exchange.

The securities referred to in this news release have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any applicable securities laws of any state of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act) or persons in the United States unless registered under the U.S. Securities Act and any other applicable securities laws of the United States or an exemption from such registration requirements is available. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within any jurisdiction, including the United States.

All securities issued pursuant to the Shares-for-Debt Settlement will also be subject to resale restrictions in Canada for a period of 4 months and a day from their date of issuance.

About Hapbee

Hapbee is a digital wellness technology company that aims to help people take control of how they sleep, perform, and feel. Hapbee’s digital wellness library of Blends and Routines utilizes patented ultra-low radio frequency energy (ulRFE^®), designed to help optimize users' sleep, productivity, recovery, and downtime. Hapbee devices and subscriptions are available for purchase at Hapbee.com and through a growing network of select distributors.

You can learn more about how Hapbee works at www.hapbee.com/science.

Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of Canadian securities legislation. Such forward looking statements concern expected completion of the Shares-for-Debt Settlement. Such forward looking statements or information are based on a number of assumptions which may prove to be incorrect. Assumptions have been made regarding, among other things: conditions in general economic and financial markets and receipt of necessary Exchange approvals. The actual results could differ materially from those anticipated in these forward-looking statements as a result of risk factors including: the availability of funds and general market and industry conditions. Forward looking statements are based on the expectations and opinions of the Company’s management on the date the statements are made. The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made. The Company undertakes no obligation to update or revise any forward-looking statements included in this news release if these beliefs, estimates and opinions or other circumstances should change, except as otherwise required by applicable law.

Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Renmark Financial Communications Inc.
Bettina Filippone: bfilippone@renmarkfinancial.com
Tel: (416) 644-2020 or (514) 939-3989
www.renmarkfinancial.com

FAQ

What is the value of Hapbee Technologies' shares-for-debt settlement announced on June 5, 2025?

The shares-for-debt settlement is valued at $235,954.48, with 2,621,716 common shares being issued at $0.09 per share.

How many shares will HAPBF issue in the debt settlement?

Hapbee Technologies will issue 2,621,716 common shares at a deemed price of $0.09 per share.

What is the purpose of Hapbee's shares-for-debt settlement?

The settlement aims to preserve cash for future operations by converting debt owed to suppliers and consultants into company shares.

What restrictions apply to the shares issued in HAPBF's debt settlement?

The shares will have a 4-month resale restriction in Canada and cannot be offered or sold in the United States without U.S. Securities Act registration.

What regulatory approval does Hapbee need for the debt settlement?

The shares-for-debt settlement requires acceptance from the TSX Venture Exchange to be completed.