VANCOUVER, BC, Nov. 9, 2022
/CNW/ - Hapbee Technologies, Inc. (TSXV: HAPB) (OTCQB:
HAPBF) (FSE: HA1) ("Hapbee" or the "Company"),
the digital wellness technology company is pleased to
announce that it has completed a non-brokered private
placement of units of the Company ("Units") for aggregate
gross proceeds to the Company of CAD$1,566,632 (the "Offering").
"This capital enables us to continue to evolve our products and
to expand our market presence and manufacturing on the heels of the
successful launch of our game-changing new device – The Smart Sleep
Pad," said Yona Shtern, CEO and
Executive Chairman of Hapbee.
The Company achieved a milestone in September when it pre-sold
992 devices units in the month – the most in a single month in the
Company's short history - primarily driven by the popularity of The
Smart Sleep Pad. It was designed especially for sleep with an
easier-to-use, more comfortable form factor and a larger magnetic
field diameter which early users report provides an even more
effective improvement of their sleep patterns. First production
shipments of the new device are expected to begin later this week
and we anticipate that manufacturing will continue to ramp to meet
actual and forecasted demand.
As part of the Offering, the Company issued 22,380,459 Units at
a price of CAD$0.07 per Unit (the
"Offering Price"), which consisted in the issuance of
22,380,459 subordinate voting shares of the Company
("Shares") and 22,380,459 Share purchase warrants
("Warrants") with each Warrant entitling the holder thereof
to acquire one Share at a price of CAD$0.15 per Share for a period of 2 years from
the closing date of the Offering. The expiry date of the Warrants
will be subject to prior acceleration, at the discretion of the
Company, should the volume weighted average price of the Company's
listed Shares on the TSX Venture Exchange ("TSXV"), or any
other stock exchange on which the Company's Shares are then listed,
is greater than CAD$0.50 for a period
of 10 consecutive trading days, the whole in accordance with the
terms of the Warrants. Each Share and Warrant issued (including the
Shares underlying the Warrants) will be subject to a hold period of
four months plus one day following the closing of the Offering (the
"Hold Period") pursuant to Canadian securities laws.
Certain existing insiders of the Company including members of
the Executive Team and Board of Directors participated in the
Offering by purchasing an aggregate of 4,416,302 Units. The portion
of such participation by the insiders constitutes a "related party
transaction" within the meaning of TSXV Policy 5.9 and Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions ("MI 61-101"). The Company intends
to rely on exemptions from the formal valuation and minority
approval requirements of MI 61-101 as neither the fair market value
of the subject matter of, nor the fair market value of the
consideration for, the transaction, insofar as it involves related
parties, exceeded 25% of the Company's market capitalization.
Any net proceeds received by the Company from the Offering are
intended to be used for product development, manufacturing,
business development, working capital and general corporate
purposes.
The Offering remains subject to the final approval of the
TSXV.
The securities offered pursuant to the Offering have not been
and will not be registered under the United States Securities Act
of 1933, as amended (the "U.S. Securities Act"), or the
securities laws of any state of the
United States (as such term is defined in Regulation S under
the U.S. Securities Act) (the "United States"), and
may not be offered or sold within the
United States, or to, or for the account or benefit of a
U.S. Person (as defined in Rule 902(k) of Regulation S under the
U.S. Securities Act) or a person in the
United States, except in transactions exempt from
registration under the U.S. Securities Act and applicable U.S.
state securities laws. This news release shall not constitute an
offer to sell or a solicitation of an offer to buy any of the
securities offered hereby within the
United States or to, or for the account or benefit of, U.S.
persons.
Option and RSU Grants
The Company is also announcing that it has issued an aggregate
of 1,400,000 stock options ("Options") and an aggregate of
400,000 restricted stock units ("RSUs") to certain insiders
of the Company. The Options have an exercise price of CAD$0.065 per share and are exercisable for a
period of seven years from the date of issuance. The RSUs are based
on a market price of CAD$0.065 and
will vest in equal instalments over a period of three years.
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
Certain statements included in this news release
constitute forward-looking information or statements (collectively,
"forward-looking statements"), including those identified by
the expressions "anticipate", "believe", "plan", "estimate",
"expect", "intend", "may", "should" and similar expressions to the
extent they relate to the Company or its management. The
forward-looking statements are not historical facts but reflect
current expectations regarding future results or events. This news
release contains forward-looking statements. These forward-looking
statements are based on current expectations and various estimates,
factors and assumptions and involve known and unknown risks,
uncertainties and other factors. Any statements about the intended
use of proceeds from the Offering are forward-looking statements.
Forward-looking statements are not guarantees of future performance
and involve risks, uncertainties and assumptions which are
difficult to predict. Such statements and information are based on
numerous assumptions regarding the Company's ability to meet its
planned product marketing and development initiatives and the
Company's ability to achieve its e-commerce rollout and full-scale
commercial launch as anticipated.
Factors that could cause the actual results to differ materially
from those in the forward-looking statements include, delays in
design, production, manufacturing, development or releases of
signal blends, collection of data from customer use, or the Company
may not be able to achieve its targets as anticipated or at all;
changes in legislation and regulations; increase in operating
costs; equipment failures; failure of counterparties to perform
their contractual obligations; litigation; the loss of key
directors, employees, advisors or consultants and fees charged by
service providers. Forward-looking statements contained in this
news release are expressly qualified by this cautionary statement.
These risks, uncertainties and assumptions include, but are not
limited to, those described in Hapbee's annual information form
dated January 27, 2021, a copy of
which is available on SEDAR at www.sedar.com, and could cause
actual events or results to differ materially from those projected
in any forward-looking statements. These statements should not be
read as guarantees of future performance or results. Such
statements involve known and unknown risks, uncertainties and other
factors that may cause actual results, performance or achievements
to be materially different from those implied by such statements.
The Company assumes no responsibility to update or revise
forward-looking information to reflect new events or circumstances
unless required by law. Readers should not place undue reliance on
the Company's forward-looking statements.
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.
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SOURCE Hapbee Technologies Inc.
