Intrinsic4D Inc.
TSX VENTURE : IFD

February 22, 2017 09:28 ET

Intrinsic4D Announces Default on Outstanding Debentures, CEO and Director Resignations and Financial Status and Solvency

TORONTO, ONTARIO--(Marketwired - Feb. 22, 2017) -

NOT FOR DISSEMINATION IN THE U.S. OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES

Intrinsic4D Inc. (the "Corporation") (TSX VENTURE:IFD) announces today that it is in default under its 10.5% convertible debentures issued on May 17 2016 (the "Second Tranche Debentures") as a result of its failure to make the aggregate interest payments of $37,117 (the "Interest Payment") on or before February 17, 2017 on the $1,414,000 aggregate principal amount of the Second Tranche Debentures. The Second Tranche Debentures were issued as part of an offering of secured convertible debentures first announced by the Corporation via press release on December 18, 2015, and were the second tranche of convertible debentures issued subsequent to its first tranche of convertible debentures issued on March 17, 2016 (the "First Tranche Debentures") and prior to the third and final tranche of convertible debentures issued on June 1, 2016 (the "Third Tranche Debentures" and collectively with the First Tranche Debentures and the Second Tranche Debentures, the "Debentures").

Following its failure to make the Interest Payment on February 17, 2016, the Corporation has thirty business days to make the Interest Payment before triggering an Event of Default under the Second Tranche Debentures, after which the terms of the Second Tranche Debentures provide the debenture holders with certain rights and remedies. The Debentures have a maturity date of 60 months from the date of issuance and pay interest at the rate of 10.5% per annum calculated and paid quarterly in arrears. The Debentures are secured by all of the present and after acquired property of the Corporation, and its wholly owned operating subsidiary, Intrinsic4D LLC (the "Operating Subsidiary"), subject to, in the case of the Operating Subsidiary, the first security rights of Mosaic Makro Medical Partners LLC ("Mosaic") discussed below.

Effective February 16, 2017, Chris Schnarr has resigned as a director of the Corporation, and effective February 21, 2017, Jorey Chernett has resigned as director and the CEO of the Corporation. The board of directors has appointed Kyle Appleby, current CFO of the Corporation, as Interim CEO, to take effect immediately. Following the resignations the board of the Corporation presently consists of four members all of who are independent pursuant to applicable securities laws.

An independent committee of the board of directors was previously formed to make decisions relating to the interest payments and maturity dates, overall financial position of the Corporation, strategic alternatives, and to determine what steps the Corporation should be taking.

Extensive efforts have been made to date to raise additional capital, consider other forms of mergers, and sale of assets or sale of the entire Corporation. While all such efforts to date have been unsuccessful, the Corporation continues to be open to any viable transaction which could address the Corporation's liquidity needs as discussed below on a timely basis.

The Corporation anticipates that unless it is able raise additional capital almost immediately, it will default and be unable to pay the following significant obligations which come due in the next 30 days:

  • repay the aggregate amount of $1,079,000 outstanding on a $1,100,000 loan (the "Loan") from Mosaic, a company in which Jorey Chernett, the Corporation's former CEO and a director, is a manager and principal owner. The Operating Subsidiary received the Loan from Mosaic in 2014 in the form of a secured note bearing interest at 12% per annum. The Loan matures on March 1, 2017 and is secured by a priority security interest in the Operating Subsidiary, ranking above all other charges against the assets of the Operating Subsidiary.

  • make the aggregate interest payments of $21,026 due on or before March 1, 2017 on the $801,000 aggregate principal amount of the Third Tranche Debentures

  • make the aggregate interest payments of $23,966 due on or before March 17, 2017 on the $913,000 aggregate principal amount of the First Tranche Debentures

While the Corporation continues to consider its alternatives, there can be no assurance that a viable transaction will result or successfully concluded in a timely manner, or at all, to resolve its cash liquidity problems. Additional information will be released by the Corporation as it occurs.

Forward-Looking Statements

Certain statements contained in this press release constitute "forward-looking information" as such term is defined in applicable Canadian securities legislation. The words "may", "would", "could", "should", "potential", "will", "seek", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions as they relate to the Corporation, statements regarding the ability of the Corporation to secure immediate capital in the near term to remain a going concern; the Corporation's plans, intentions, beliefs and current expectations with respect to the ability of the Corporation to meet its obligations under the Debentures and Loan and otherwise meet its outstanding financial and other obligations; management's plans, intentions, beliefs and current expectations regarding Corporation's future business operations; and management's plans and expectations regarding further activities and the results of those activities, are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect the Corporation's current views and intentions with respect to future events, and current information available to the Corporation, and are subject to certain risks, uncertainties and assumptions, including the Corporation failing to raise capital or otherwise complete a transaction to avoid insolvency. Material factors or assumptions were applied in providing forward-looking information. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. These factors include the Corporation's ability to make interest and maturity payments and on its existing debt; its ability to negotiate and enter into any agreement or transaction seeking to maximize shareholder value; the likelihood that the lenders will demand immediate payment of debt and seek to foreclose on the Corporation's assets as a consequence of its existing default in the payment of principal and interest on the Second Tranche Debentures; as well as those risk factors discussed or referred to in the Corporation's Management's Discussion & Analysis dated November 22, 2016, filed with the securities regulatory authorities in certain provinces of Canada on November 22, 2016 and available at www.sedar.com.
Should any factor affect the Corporation in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Corporation does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and Inspira undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law. All figures are in Canadian dollars.

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

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, or any applicable state securities laws and may not be offered or sold in the United States absent such registration or an applicable exemption from such registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the Corporation and management, as well as financial statements.

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