SOURCE: iTech Medical, Inc.

April 19, 2013 08:50 ET

iTech Medical, Inc. Enters Into Letter of Intent With Ovid Capital Ventures Inc. in Respect of a Proposed Merger

HUNTINGTON BEACH, CA--(Marketwired - April 19, 2013) -  iTech Medical, Inc. ("iTech") (PINKSHEETS: IMSU) today announced that it has signed a non-binding letter of intent (the "LOI") with Ovid Capital Ventures, Inc., a corporation existing under the laws of Quebec ("Ovid"), which outlines the general terms and conditions pursuant to which iTech and Ovid would be willing to complete a transaction that will result in a merger of iTech and Ovid (the "Transaction"). The LOI was negotiated at arm's length and is effective as of April 18, 2013.

The LOI is to be superseded by a definitive merger, amalgamation or share exchange agreement (the "Definitive Agreement") to be signed on or before June 30, 2013 (or such other date as may be mutually agreed in writing between Ovid and iTech). The Transaction is subject to requisite regulatory approval, including the approval of the TSX Venture Exchange (the "TSXV"), closing of the concurrent private placement referred to below, and standard closing conditions. The legal structure for the Transaction will be confirmed after the parties have considered all applicable tax, securities law and accounting efficiencies, however, it is currently contemplated that the transaction will be structured as an exchange of securities.

Terms of the Transaction

Ovid proposes to acquire all of the iTech Shares pursuant to the terms of a Definitive Agreement. It is expected that Ovid Shares will be issued to the holders of iTech Shares in exchange for all of the issued and outstanding iTech Shares on the basis of one (1) Ovid Share, at a deemed issue price of $0.20, for every three (3) iTech Shares issued and outstanding as at the effective date of the Transaction resulting in the current shareholders of Ovid holding 25% of the common shares of the combined entity (the "Resulting Issuer") and the former shareholders of iTech holding approximately 75% of the common shares of the Resulting Issuer (immediately prior to giving effect to the Private Placement, as defined below), and the Milestone Shares (as defined below), if any. 

Furthermore, Ovid shall allot and reserve for issuance a total of up to 15,000,000 additional common shares ("Milestone Shares") to the iTech Shareholders, on a pro rata basis, if the Resulting Issuer generates $7.5 million in revenue by the end of the third fiscal year immediately following the closing of the Transaction, as reflected on the Resulting Issuer's audited annual consolidated financial statements for such fiscal years. 

Concurrent Private Placement

Concurrently with, and as a condition of, the closing of the Transaction, Ovid will complete a brokered private placement (the "Private Placement") of securities ("Ovid Securities") at a minimum price per Ovid Security of $0.20. The Private Placement shall be for minimum gross proceeds of $2,300,000. The Ovid Securities may consist of Ovid Shares or units of Ovid consisting of Ovid Shares and Ovid common share purchase warrants. Further details regarding the Private Placement, including the identity of the lead agent, will be included in a subsequent press release once additional details become available.

Prior to completion of the Transaction (and as conditions of closing):

  • The parties will prepare a filing statement in accordance with the rules of the TSXV, outlining the terms of the Transaction. 
  • iTech and Ovid will enter into a Definitive Agreement in respect to the Transaction on or before June 30, 2013.
  • iTech will obtain the requisite shareholder approvals for the Transaction and any ancillary matters contemplated in the Definitive Agreement.
  • All requisite regulatory approvals relating to the Transaction, including, without limitation, TSXV approval, will have been obtained.

There can be no assurance that a Definitive Agreement can be reached by iTech and Ovid, that the Concurrent Private Placement will be completed or that the TSXV approval will be granted; however, should these occur and the Transaction closes, it is anticipated that the board of directors of the Resulting Issuer shall initially be comprised of: Wayne D. Cockburn, Charles Zablotsky and Warren Baker. 

About iTech Medical - (PINKSHEETS: IMSU)

iTech Medical, Inc. is a medical device company that develops and markets innovative medical devices and technologies. iTech is focused in two key areas -- developing technologies that can be used in the assessment of muscle function; and distributing medical devices that treat chronic pain. To-date, iTech has focused on developing a proprietary platform called Muscle Pattern Recognition (MPR), a unique clinical and rehabilitation tool for the analysis of muscle function. 

On February 15, 2013, iTech purchased BIOflex Medical Magnetics, Inc. (BIOflex), a private healthcare company that has been developing and selling magnetic therapy devices since 1986. BIOflex has a diverse line of over 20 products that target a number of large markets including the sports medicine and orthopedic market, the low back pain market, the sleep systems market and more. BIOflex operates from an FDA-registered facility and many of its products are registered with the FDA as Class I medical devices.

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Forward-Looking and Cautionary Statements
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 as contained in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that reflect management's current views and estimates regarding future market conditions, company performance and financial results, business prospects, new strategies, the competitive environment and other events. You can identify these statements by the fact that they use words such as "anticipate," "believe," "estimate," "expect," "intend," "project," "plan," "outlook," and other words and terms of similar meaning.

These statements involve a number of risks and uncertainties that could cause actual results to materially differ from the potential results discussed in the forward-looking statements. Among the factors that could cause actual results and outcomes to differ materially from those contained in such forward-looking statements are the following: general economic conditions, acquisitions and development of new businesses, divestitures, product availability, sales volumes, pricing actions and promotional activities of our competitors, profit margins, weather, changes in law or regulations, foreign currency fluctuation, availability of suitable real estate locations, our ability to react to a disaster recovery situation, and the impact of labor markets and new product introductions on our overall profitability.

iTech Medical, Inc. cautions that the foregoing list of important factors is not complete and assumes no obligation to update any forward-looking statements that it may make. All such forward-looking statements are current only as of the date on which such statements were made. iTech Medical, Inc. does not undertake any obligation to publicly update any forward-looking statement to reflect events or circumstances after the date on which any such statement is made or to reflect the occurrence of unanticipated events.

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