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Ventripoint Diagnostics Ltd. — Capital/Financing Update 2026
Jan 20, 2026
45675_rns_2026-01-20_5a3685f9-d890-4de6-80e9-dbe2efc48682.pdf
Capital/Financing Update
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FORM 51-102F3
MATERIAL CHANGE REPORT
-
Name and Address of Company
Ventripoint Diagnostics Ltd. (the "Company")
18 Hook Avenue, Unit 101
Toronto, ON
M6P 1T4 -
Date of Material Change
January 14, 2026.
January 16, 2026. -
News Release
On January 16, 2026, a news release was issued and disseminated through the facilities of a recognized newswire service.
On January 19, 2026, a news release was issued and disseminated through the facilities of a recognized newswire service. -
Summary of Material Change
The material changes are fully described in the Company’s press releases which are attached as Schedule “A” and Schedule “B” and are incorporated herein. -
Full Description of Material Change
A description of the material change is contained under Item 4. -
Reliance on subsection 7.1(2) of National Instrument 51-102
The report is not being filed in reliance on section 7.1(2) of National Instrument 51-102. -
Omitted Information
No information has been omitted. -
Executive Officer
The name of the executive officer of the Company who is knowledgeable about the material change and this report is:
Dr. George Adams, Executive Chairman, Director
Tel: (519) 803-6937
Email: [email protected] -
Date of Report
January 20, 2026
SCHEDULE "A"
PRESS RELEASE
Ventripoint
dot imaging for life
Diagnostics Ltd.
Ventripoint Issues Shares for Payment of Debenture Interest
Toronto, Ontario (January 16, 2026) – Ventripoint Diagnostics Ltd. (TSXV:VPT; OTC:VPTDF) (“Ventripoint” or the “Corporation”) a leader in AI-enhanced cardiac imaging solutions announces it has received approval from the TSX Venture Exchange (“TSXV”) and issued 1,164,044 common shares (“Shares”) to satisfy debenture interest payment obligations of $104,752 of interest owing on certain outstanding Convertible Debentures issued by the Corporation on May 10, 2024, June 28, 2024, September 20, 2024, January 17, 2025, February 7, 2025, and March 21, 2025. The Convertible Debentures bear interest at the rate of 10% per annum, payable every 6 months. The Shares will be issued at a deemed price of $0.09, in accordance with TSXV Policy, and are subject to a hold period of 4 months and one day. The issuance of the Shares will not create a control person of the Corporation.
About Ventripoint Diagnostics Ltd.
Ventripoint has become an industry leader in the application of AI (Artificial Intelligence) to echocardiography. Ventripoint's VMS+™ products are powered by its proprietary knowledge-based reconstruction technology, which is the result of a decade of development and provides accurate volumetric cardiac measurements equivalent to MRI. This affordable, gold-standard alternative allows cardiologists greater confidence in the management of their patients. Providing better care to patients serves as a springboard and basic standard for all of Ventripoint's products that guide our future developments. In addition, VMS+ is versatile and can be used with all ultrasound systems from any vendor supported by regulatory market approvals in the U.S., Europe and Canada.
For further information, please contact:
Hugh MacNaught
[email protected]
604-671-4201
Neither the 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 news release.
Forward Looking Statements
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. The forward-looking statements and information are based on certain key expectations and assumptions made by the
Corporation. Although the Corporation believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Corporation can give no assurance that they will prove to be correct.
Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Factors which could materially affect such forward-looking information are described in the risk factors in the Corporation's most recent annual management's discussion and analysis that is available on the Corporation's profile on SEDAR+ at www.sedarplus.ca. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements included in this news release are expressly qualified by this cautionary statement. The forward-looking statements and information contained in this news release are made as of the date hereof and the Corporation undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
SCHEDULE "B"
PRESS RELEASE
Ventripoint Diagnostics Ltd.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Ventripoint Announces Closing of Non-Brokered Units Private Placement
Toronto, Ontario, January 19, 2026 – Ventripoint Diagnostics Ltd. (“Ventripoint” or the “Corporation”, TSXV:VPT) announces the closing of its previously announced non-brokered private placement (see press release of December 30, 2025) of an aggregate of 10,097,720 units (each, a “Unit”) at a price of $0.10 per Unit for aggregate gross proceeds of $1,009,772 (the “Offering”). Directors and Officers of the company (insiders) invested an aggregate of $139,340, which was 13.8% of the total proceeds.
Each Unit is comprised of one (1) common share (“Common Shares”) of the Corporation, and one (1) common share purchase warrant (“Warrants”). Each whole Warrant will entitle the holder thereof to purchase one (1) Common Share at a price of $0.13 for a period of 24 months from the closing of the Offering. The Corporation reserves the right to accelerate the Warrant expiry period upon 30-day’s notice if the Common Shares traded at or above $0.26 for a period of 10 consecutive days, including days where no trades occur.
The Corporation has paid cash finder’s fees of $15,600 and issued common share purchase warrants (“Finder’s Warrants”) to purchase an aggregate of 156,000 shares of the Company. Each Finder’s Warrant will be exercisable into one Common Share at an exercise price of CDN$0.13 per Common Share for a period of 24 months from the closing of the Offering.
The Offering is a related party transaction within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI-61-101”) as certain insiders of the Corporation subscribed for an aggregate of 1,393,400 of Units on the same terms as arm’s length subscribers. The Corporation is relying on exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and (b) and 5.7(a) and (b) of MI 61-101, as the Corporation is not listed on a specified market and the fair market value of the participation in the transactions by insiders does not exceed 25% of the market capitalization of the Corporation, as determined in accordance with MI 61-101 and the fair market value of the transactions is not more than $2,500,000. The Corporation did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Offering, which the Corporation deems reasonable in the circumstances in order to complete the transaction.
The Corporation will use the proceeds of the Offering to fund operational costs related sales and marketing, additional key personnel, and general working capital purposes.
All securities issued and issuable pursuant to the Offering will be subject to a hold period of four months plus one day from the date of closing of the Offering. The Offering is subject to approval by the Exchange.
The securities offered will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent a registration statement or an applicable exemption from the registration requirements. The press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
About Ventripoint Diagnostics Ltd.
Ventripoint has become an industry leader in the application of AI (Artificial Intelligence) to echocardiography. Ventripoint's VMS+ products are powered by its proprietary knowledge-based reconstruction technology, which is the result of a decade of development and provides accurate volumetric cardiac measurements equivalent to MRI. This affordable, gold-standard alternative allows cardiologists greater confidence in the management of their patients. Providing better care to patients serves as a springboard and basic standard for all of Ventripoint's products that guide our future developments. In addition, VMS+ is versatile and can be used with all ultrasound systems from any vendor supported by regulatory market approvals in the U.S., Europe and Canada.
For further information, please contact:
Hugh MacNaught
[email protected]
604-671-4201
Neither the 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 news release.
Forward Looking Statements
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. The forward-looking statements and information are based on certain key expectations and assumptions made by the Corporation. Although the Corporation believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Corporation can give no assurance that they will prove to be correct.
Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Factors which could materially affect such forward-looking information are described in the risk factors in the Corporation's most recent annual management's discussion and analysis that is available on the Corporation's profile on SEDAR+ at www.sedarplus.ca. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements included in this news release are expressly qualified by this cautionary statement. The forward-looking statements and information contained in this news release are made as of the date hereof and the Corporation undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.