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Avisa Diagnostics Inc. — Board/Management Information 2021
May 6, 2021
43614_rns_2021-05-05_f0e480c0-d21a-4db3-b458-f5a501a9708a.pdf
Board/Management Information
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NOTICE OF CHANGE IN CORPORATE STRUCTURE
Pursuant to Section 4.9 of National Instrument 51-102 Continuous Disclosure Obligations
Item 1 Names of the Parties to the Transaction
Avisa Diagnostics Inc. (formerly FogChain Corp.) (the “ Company ”), FogChain USA Inc. (“ Subco ”), a Delaware corporation, and Avisa Pharma Inc. (“ Avisa ”), a Delaware corporation.
Item 2 Description of the Transaction
The Company entered into a merger agreement and plan of reorganization dated February 1, 2021 (the “ Merger Agreement ”) among the Company, Subco and Avisa for the acquisition (the “ Transaction ”) by the Company of all of the issued and outstanding shares of Avisa by way of a reverse takeover (“ RTO ”).
On April 20, 2021 the Company closed the RTO with Avisa (“ Closing ”).
Immediately prior to closing the RTO, the Company completed a consolidation of its common shares (the “ Common Shares ”) and class A convertible restricted voting shares (the “ Restricted Shares ” and together, with the Common Shares, the “ Shares ”) on the basis of one (1) post-consolidation Share for every fifteen (15) pre-consolidation Shares (the “ Consolidation ”), as well as a name change of the Company from “FogChain Corp.” to “Avisa Diagnostics Inc.”.
Pursuant to the RTO, Avisa merged with and into a wholly-owned Delaware subsidiary of the Company, which was the surviving entity of the merger (“ Amalco ”). Amalco now holds Avisa’s assets as a wholly-owned subsidiary of the Company, and shall operate under the name “Avisa Diagnostics USA Inc.”
Pursuant to the RTO, the Company issued 35,891,962 Common Shares and 15,208,674 Restricted Shares in the capital of the Company to the shareholders of Avisa.
Upon completion of the RTO, the Company has approximately 41,219,310 Common Shares issued and outstanding and 16,326,474 Restricted Shares issued and outstanding.
Effective on the closing of the RTO, the incumbent Directors and Officers tendered their resignations. The new board of directors consists of David S. Joseph, Brian Birk and Rajeev Dewan. Mr. Joseph was appointed as Chairman, President and Chief Executive Officer and Matthew Culler was appointed as Vice President, Chief Financial Officer and Corporate Secretary of the Company.
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Item 3 Effective Date of the Transaction
April 20, 2021.
- Item 4 Names of Each Party, if any, that Ceased to be a Reporting Issuer after the Transaction and of each Continuing Entity
Not Applicable.
- Item 5 Date of the Reporting Issuer’s First Financial Year-End after the Transaction, if applicable
Not Applicable.
- Item 6 The Periods, including comparative periods, if any, of the Interim and Annual Financial Statements Required to be Filed for the Reporting Issuer’s First Financial Year after the Transaction, if applicable
Not Applicable.
- Item 7. Documents filed under NI 51-102 that describe the Transaction
Further information about the RTO is set out in the Company’s news release dated May 4, 2021, which was disseminated through the facilities of GlobeNewswire. Further information about the RTO will be set out in the Company’s listing statement, which will be available at a later date under the Company’s profile on www.sedar.com.
DATED: May 5, 2021