iSIGN Media Successfully Completes Debt Settlement; Concludes Annual General Meeting with Major Shareholder Support and Advances Technology Solutions
TORONTO, Feb. 03 Feb. 2022 (GLOBE NEWSWIRE) — iSIGN Media Solutions Inc. (“iSIGN” or “Company”) (TSX-V: ISD) (OTC: ISDSF), a leading provider of interactive mobile proximity marketing services and media solutions. ‘Security Alert is pleased to announce that it has signed a Forbearance Agreement (“Agreement”) with multiple creditors which will improve the Company’s financial condition, allowing the Company to continue the update and delivery of its core solutions and is in negotiations to integrate certain technologies to handle airport tracing, home healthcare monitoring, personal and public virus detection and mobile verification technologies.
The Company has successfully and amicably entered into the signing of the Agreement with Joe Kozar and related creditors to clarify and secure the repayment of a significant portion of the Company’s debt. The agreement with its creditors allows the Company to move forward with its business plan in 2022 and beyond.
iSIGN’s Board of Directors, management and its principal shareholder, Joe Kozar, acknowledge and thank staff, shareholders, resellers and customers for their patience and support during the preparation and finalization of the agreement. ‘abstention. Completion of the agreement paves the way for continued trade progress, including debt reduction and financing efforts.
Following the company’s annual general meeting on January 28, the board accepted the resignations of Greg Wade and Brian Rohaly as directors, their resignations taking effect on that date. The iSIGN Board and Management would like to thank Greg and Brian for their service and wish them well in their future endeavours.
The iSIGN Board of Directors now consists of David Beck as Chairman; Bob MacBean, the company’s chief financial officer; Alex Romanov, acting CEO of the company; and Mario Salerno, of ISDV Inc., representing the associated technical team and contributing to iSIGN with new cutting-edge technologies.
In addition, iSIGN, subject to the formalization of an agreement with the party owning the additional technology, will proceed with the introduction of this new technology to potential customers and donors, in the hope of achieving income in the next six months.
The agreement the Company has signed with some of its creditors will result in a debt of approximately $3.270 million, accrued and unpaid interest of approximately $331,600 and a 10% penalty clause of approximately $360,200 to new two-year debentures (the “New Debentures”) bearing interest at 12% per annum. In accordance with the terms of the Agreement, $2,870,951 of the debt will be convertible into common shares of the Company at a price of $0.05 per share in the first year and $0.10 in the second year. The remaining debt representing the total amount of the penalty and the amount of approximately $730,500 owed to a creditor will not be convertible. The Company has also agreed to grant to the holders of the New Convertible Debentures 57,419,029 warrants exercisable at a price of $0.0625 per share for a period of two years to holders of convertible debentures (the “Warrants”) ). The forbearance agreement is subject to a number of conditions, including the Company’s achievement of certain revenue targets.
In addition, iSIGN announces that the creditor whose portion of the debenture is not convertible into stock and warrants intends to participate in a stock-for-debt transaction which would result in the repayment of the debt of approximately $730,500 by issuing approximately 14,610,000 common shares at a price of $0.05. . This debt-for-equity transaction would be completed upon the granting of control person status to Joe Kozar, as noted below.
Upon closing of the transactions contemplated in the Agreement as well as the equity for debt transaction, Mr. Kozar will hold New Debentures in the principal amount of $3,464,368 and convertible into 48,379,575 common shares. He will also hold, directly and indirectly, 48,379,575 of the warrants. Mr. Kozar currently holds, directly or indirectly, 35,488,088 ordinary shares representing 19.5% of the capital currently in circulation. If Mr. Kozar were to fully convert his New Debentures, he would own, directly and indirectly, 98,477,663 common shares representing 38.7% of the outstanding common shares. Should he also exercise his warrants, he would receive an additional 48,379,575 common shares for a total of 146,857,238 common shares representing 47.1% of the outstanding common shares. Accordingly, Mr. Kozar has the ability to become a “Control Person” (as that term is defined by the TSX Venture Exchange (“TSXV”).
The transactions contemplated in the Contract; the debt stock transaction and the creation of the new control person are subject to the approval of the TSX Venture Exchange which has required that the Company obtain the approval of the disinterested shareholders for the transactions envisaged in the agreement and the creation of the new control person. All creditors who are parties to the Agreement and their associates and affiliates will be excluded from this approval. The Company will seek written shareholder approval in the coming days.
Mr. Kozar is a related party of the Company as that term is defined in National Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“NI 61-101”). The transactions contemplated in the agreement are exempt from the formal review and majority approval of NI 61-101 minority shareholders pursuant to the exemptions set forth in Sections 5.5(g) and 5.7(1)(e) of the NI 61-101. .
About iSIGN Media
iSIGN, a Canadian company based in Toronto (Richmond Hill), Ontario, is a data-driven Software as a Service (SaaS) company that is a leader in the fields of security alert messaging based tracking and proximity marketing using Bluetooth® and Wi-Fi connectivity in complete privacy. Creators of the Smart product suite, a patented interactive proximity marketing technology, iSIGN enables message delivery to nearby mobile devices, with real-time reporting and analytics on a variety of metrics. 2019 winner of the Richmond Hill Innovator of the Year Award. Partners include IBM, Keyser Retail Solutions, Baylor University, Verizon Wireless and Mtrex Network Solutions. www.isignmedia.com
This press release may include certain forward-looking statements based on current expectations, which involve risks and uncertainties associated with iSIGN Media’s business and the environment in which the company operates. All statements contained herein that are not statements of historical fact should be deemed to be forward-looking, including those identified by the expressions “anticipate”, “believe”, “plan”, “estimate”, “expect”. to”, “intend” and similar expressions insofar as they relate to the Company or its management. Forward-looking statements are not historical facts but reflect iSIGN Media’s current expectations regarding future results or events. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. iSIGN Media undertakes no obligation to update any forward-looking statements or to update the reasons why actual results could differ from those reflected in the forward-looking statements.
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