Mednow Inc. Canada’s on-demand virtual pharmacy, is pleased to announce that the Company has entered into a share purchase agreement on March 4, 2021 with Mednow East Inc. and the shareholders of Mednow East, pursuant to which the Company shall acquire all of the issued and outstanding shares of Mednow East, in consideration for an aggregate cash payment of approximately C$65,578 and the Company’s agreement to convert approximately C$1,374,422 owed by Mednow East to the Company pursuant to a pharmacy agreement dated September 15, 2020, as amended October 30, 2020 into a non-interest bearing on-demand convertible promissory note.
Mednow East is an Ontario company that operates an online pharmacy, delivering prescriptions in the Province of Ontario. Mednow East has its business headquarters in Toronto and employs Mednow’s marketing and technology platform for lead generation, prescription fulfillment and customer services pursuant to the Pharmacy Agreement.
Strategically, Mednow is focused on building out a national pharmacy footprint and the acquisition of Mednow East, with their presence in Ontario, helps to accelerate these goals. Prior to this acquisition, Mednow entered into the Pharmacy Agreement with Mednow East, but post-acquisition, Mednow will own 100% of a pharmacy located in Ontario, which will allow Mednow to provide free same-day pharmaceutical delivery services in the GTA and surrounding areas, and free next-day delivery in the rest of Ontario.
Upon closing of the Share Purchase Agreement, Mednow East’s revenue and expenses will be consolidated with those of Mednow and the Pharmacy Agreement between the two parties will be terminated. The debt of approximately C$1,374,422 extended to Mednow East by the Company was used to fund Mednow East’s working capital and provide support for its operations.
As Amir Ali Reyhany-Bozorg and Felipe Campusano are directors of the Company and Karim Nassar is the Chief Executive Officer of the Company, and each are also shareholders of Mednow East, the transaction contemplated under the Share Purchase Agreement is a related party transaction under Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions. The Company is exempt from the formal valuation and minority shareholder approval requirements imposed by MI 61-101 pursuant to the exemptions in section 5.5(a) and 5.7(a) of MI 61-101, as neither the fair market value of the Shares, nor the consideration paid therefor, exceeds 25% of the Company's market capitalization.
The Transaction is subject to corporate and regulatory approvals, including TSX Venture Exchange approval.
About Mednow Inc.
Mednow is a healthcare technology company offering virtual access with a high-standard of care. Designed with accessibility and quality of care in mind, Mednow.ca provides virtual pharmacy and telemedicine services as well as doctor home visits through an interdisciplinary approach to healthcare that is focused on the patient experience. Mednow’s services include free at-home delivery of medications, a user-friendly interface for easy upload, transfer, and refill of prescriptions, access to healthcare professionals through an intuitive chat experience, a specialized PillSmart™ system that packages prescriptions and vitamins by date and time, and doctor consultations.