Fintech
Stormcrow Holdings Corp. Announces Qualifying Transaction with Highmark Innovations Inc.
Toronto, Ontario–(Newsfile Corp. – December 11, 2020) – Stormcrow Holdings Corp. (TSXV: CROW.P) (“Stormcrow” or the “Corporation“) is pleased to announce that it has entered into a letter of intent (the “LOI“) dated December 11, 2020 with Highmark Innovations Inc. (“Highmark“), a software developer for medical diagnostics doing business as Highmark Interactive (the “Transaction“). The LOI outlines the principal terms and conditions for the Transaction, which will result in a reverse takeover of Stormcrow by Highmark and its shareholders (the “Resulting Issuer“).
The Corporation is a Capital Pool Company and intends for the transaction with Highmark to constitute a Qualifying Transaction (as such terms are defined in Policy 2.4 – Capital Pool Companies (the “Policy“) of the TSX Venture Exchange (the “TSXV“)).
Trading in the common shares of the Corporation has been halted while the parties advance their respective due diligence and finalize the terms of the proposed transaction. Trading will remain halted until, among other things, the Corporation completes certain regulatory filings in connection with the Qualifying Transaction with the TSXV and the TSXV has completed certain matters it considers necessary or advisable.
The Transaction
It is currently anticipated that Stormcrow will acquire Highmark, by way of a three-corner amalgamation, share exchange, plan of arrangement or other similar form of transaction as agreed by the parties.
Under the terms of the LOI, the Transaction values Stormcrow at $2.6 million and Highmark at $13.692 million (prior to giving effect to the Private Placement and the Acquisitions (as defined below)).
Immediately prior to and as a condition to closing of the Transaction, Stormcrow shall complete a share consolidation on the basis of one new share for every six outstanding Stormcrow Shares (the “Share Consolidation“). Post Share Consolidation, Stormcrow shall have 4.35 million common shares issued and outstanding (the “Stormcrow Shares“). Prior to completion of the Private Placement and the Acquisitions, Highmark currently has the following securities issued and outstanding: (i) 15,327,438 common shares (the “Highmark Shares“); (ii) 1,557,500 options; (iii) 1,677,495 warrants; (iv) secured promissory notes in the aggregate principal amount of $231,400 (the “Highmark Notes“).
Pursuant to the Transaction: (i) $81,400 in principal amount of the Highmark Notes (together with all accrued and unpaid interest thereon) shall be converted into Highmark Shares at a conversion ratio of one Highmark Shares for each $0.893 of such principal; (ii) holders of issued and outstanding Highmark Shares will receive 1.4888 Stormcrow Shares (post-consolidation) at a deemed issuance price of $0.60 per Stormcrow Share for each Highmark Share (1.4888 being the “Exchange Ratio“) held by them; and (iii) all options, warrants or other securities convertible into Highmark Shares shall be exchanged, based on the Exchange Ratio, for similar securities to purchase Stormcrow Shares on substantially similar terms and conditions. It is anticipated that, immediately following completion of the Transaction, but not including any Private Placement or Acquisition, existing Highmark shareholders will hold approximately 86% of the Resulting Issuer (on a non-diluted basis) with the existing shareholders of Stormcrow holding approximately 14%.
Private Placement
In conjunction with, or prior to the closing of the Transaction, Highmark may, but is not required to, complete a private placement of Highmark Shares for gross proceeds of up to $5,000,000 (the “Private Placement“) on such other terms and conditions to be determined. Customary commissions and finders’ fees may be provide to arm’s length parties who assist in sourcing subscriptions for the Private Placement. Details of the Private Placement will be disclosed when and if the Private Placement is undertaken, however completion of the Private Placement is not a condition to the closing of the Transaction. Any securities issued by Highmark pursuant to the Private Placement shall be exchanged for post-consolidation securities of Stormcrow based on the Exchange Ratio.
The Acquisitions
Highmark may, prior to closing of the Transaction, but not as a condition thereto, complete acquisitions, upon terms and conditions to be agreed upon (the “Acquisitions“). Any securities issued by Highmark pursuant to the Acquisitions shall be exchanged for post-consolidation securities of Stormcrow based on the Exchange Ratio.
Definitive Agreement
The LOI contemplates the negotiation of a definitive agreement, which will be subject to a number of conditions precedent, including but not limited to:
a) receipt of and satisfaction by Stormcrow with historical financial statements of the Highmark business as required under applicable securities law;
b) completion of mutual satisfactory due diligence investigations of Highmark and Stormcrow;
c) approval of the Transaction by the boards of directors of Highmark and Stormcrow;
d) execution of a definitive agreement effecting the Transaction;
e) approval of the Transaction by Highmark shareholders, if required;
f) receipt of all regulatory approvals with respect to the Transaction and the listing of the resulting issuer’s common shares on the TSXV;
g) completion of the Share Consolidation, as well as Stormcrow shareholders approving a change of name and the approval of a new slate of directors to take position at closing of the Transaction; and
h) confirmation of no adverse material change of Stormcrow or Highmark.
About Highmark
Highmark was incorporated under the Business Corporations Act (Ontario) on July 17, 2014 as Global Health Concierge Corporation, which name was later changed to Highmark Innovations Inc. by way of Articles of Amendment dated February 14, 2017. Its offices are located in Toronto, Ontario. Highmark was created to change the paradigm of neurological testing and management. Its goal is to become a leader in digital diagnostics and therapeutics by fusing the engagement of mobile gaming with machine learning, and to build, test, study and refine the world’s first mobile, gamified, FDA-cleared neuro-diagnostic software.
Insiders, Board of Directors and Management of the Resulting Issuer
The Board of Directors of the Resulting Issuer shall consist of Highmark’s three (3) existing directors and up to two (2) additional directors subject to the mutual agreement of Highmark and Stormcrow. The officers of the Resulting Issuer shall comprise Dr. Sanjeev Sharma as Chief Executive Officer and Don Harkness as Chief Financial Officer.
Dr. Sanjeev Sharma
Dr. Sharma is co-founder and CEO of Highmark Interactive, one of Canada’s leading digital health companies. A visionary leader and serial entrepreneur with over 20 years of healthcare experience, Dr. Sharma is driven to disrupt healthcare delivery both in Canada, and globally. He has held senior leadership positions in both Canadian and global corporations, including serving as Global Director of Product Management with Baxter Healthcare. He would go on to be the founding CEO of Wellpoint Health, one of Canada’s largest occupational health and safety providers. In addition to his work at Highmark Interactive, he is an active investor and entrepreneur, having supported multiple start-ups in the health care, and technology verticals. Most recently, Dr. Sharma was a founding member of New York based MedPro Investors, and was on the Board of Directors for B-temia Corp; a global leader in Human Augmentation Robotic technology. Dr. Sharma completed medical school at McMaster University, post-graduate medical residency at the University of Toronto, and a Master of Business Administration from Wilfrid Laurier University.
Don Harkness
Don Harkness is seasoned financial executive with over 20 years of CFO experience. Don has spent his career in the technology and medical products sectors in both private and public companies. Don was most recently CFO of Lone Wolf Real Estate Technologies, a private equity backed residential real estate software company. He was also CFO of Intelliware Development and GeoDigital International Inc. His medical products CFO experience includes Prism Medical Inc. and Vitalaire Healthcare. Don is results-oriented and bottom-line focused with a successful track record of strategic change management, process improvement, financing, mergers and acquisitions and system implementations. He has leant his financial expertise to a number of not for profit organizations as a volunteer board member. Don completed his undergraduate business degree at the University of Western Ontario’s Ivey Business School and is a Chartered Accountant.
Sponsorship for Qualifying Transaction
Sponsorship of a Qualifying Transaction of a capital pool company is required by the TSXV unless exempt in accordance with the policies of the TSXV. The parties may engage a sponsor to satisfy the sponsorship requirements pursuant to the policies of the TSXV.
Stormcrow Shareholder Approval
Since the Transaction is not a “Non-Arm’s Length Transaction” under the policies of the TSXV, Stormcrow will not be required to obtain shareholder approval of the Transaction.
Filing Statement
In connection with the Transaction and pursuant to the requirements of the TSXV, Stormcrow will file a filing statement on its issuer profile on SEDAR (www.sedar.com), which will contain details regarding the Transaction, Stormcrow, Highmark and the resulting issuer.
For further information:
Highmark Innovations Inc.
Sunil Sharma
[email protected]
Stormcrow Capital Corp.
Chris Schnarr
[email protected]
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information release or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
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 RELEASE.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
Cautionary Statement Regarding Forward-Looking Information
This news release contains “forward-looking information” within the meaning of Canadian securities legislation. Forward-looking information generally refers to information about an issuer’s business, capital, or operations that is prospective in nature, and includes future-oriented financial information about the issuer’s prospective financial performance or financial position.
The forward-looking information in this news release includes disclosure about the terms of the Transaction, the proposed structure of the Transaction and the terms of the Private Placement and he Acquisitions.
Stormcrow and Highmark made certain material assumptions, including but not limited to: prevailing market conditions; general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; the terms of the Private Placement, and the Acquisitions; and the ability of the resulting issuer to execute and achieve its business objectives, to develop the forward-looking information in this news release. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
Actual results may vary from the forward-looking information in this news release due to certain material risk factors. These risk factors include, but are not limited to: adverse market conditions; the inability of Stormcrow or Highmark to complete the Transaction on the terms disclosed in this news release, or at all; the unavailability of exemptions from prospectus requirements for the issuance of Highmark Shares; the risks associated with the marketing and sale of Highmark Shares; refusal of the proposed directors or officers to act for any reason, including conflicts of interest; reliance on key and qualified personnel; and regulatory and other risks associated with the digital gaming industry in general. The foregoing list of material risk factors and assumptions is not exhaustive.
Stormcrow assumes no obligation to update or revise the forward-looking information in this news release, unless it is required to do so under Canadian securities legislation.
(Not for distribution to US wire services or for dissemination in the United States of America)
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/70084
The financial technology sector continues to evolve at a rapid pace, offering innovations that disrupt traditional paradigms. Today’s briefing underscores fintech’s diverse growth avenues: from substantial venture capital plays and strategic partnerships to groundbreaking implementations in lending. Here’s a closer look at recent developments shaping the landscape.
Synapse’s Comeback and Andreessen Horowitz’s Strategic Bet
Source: Axios
Synapse, a financial infrastructure company previously embattled by controversy, is staging a remarkable comeback, backed by none other than venture capital heavyweight Andreessen Horowitz (a16z). With this new infusion of funds, Synapse aims to consolidate its position as a premier platform for building financial services tools.
This resurgence demonstrates the resilience of the fintech ecosystem, where innovation often prevails over turbulence. Synapse’s renewed vigor also signals that top-tier investors remain bullish on infrastructural solutions pivotal to the future of digital finance. Andreessen Horowitz’s participation not only validates Synapse’s model but also underscores the VC giant’s enduring interest in fintech infrastructure, even amid global economic uncertainties.
Analysis:
This partnership exemplifies the dynamism within fintech, highlighting the interplay of innovation, capital, and resilience. It also raises questions about the broader implications of giving second chances to firms with turbulent histories. While Synapse’s evolution could inspire others, it also places a spotlight on governance and accountability in high-growth sectors.
Israel’s Fintech Scene Gets a Boost with Investment in Finova Capital
Source: Calcalistech
Israeli fintech startup Finova Capital has raised an impressive $20 million in a funding round led by prominent institutional investors. This marks a significant milestone for the company as it seeks to expand its suite of financial solutions aimed at underserved markets.
Israel’s fintech ecosystem has long been recognized as a hub of innovation, and this latest investment only reinforces its global standing. Finova Capital’s focus on empowering smaller businesses and fostering financial inclusivity aligns with emerging trends where tech-driven solutions bridge critical gaps in financial services.
Analysis:
With this funding, Finova is poised to enhance its technological offerings while contributing to economic inclusion. However, the broader fintech industry will watch closely to see how the company leverages this capital amid increasing competition from regional and global players.
India’s Yubi Plans a Fundraising Push
Source: Bloomberg
Yubi, a prominent Indian fintech platform backed by Insight Partners, is reportedly preparing for a new fundraising round. Having already established itself as a leader in credit infrastructure, Yubi aims to bolster its offerings and expand its market footprint.
India’s fintech landscape is witnessing explosive growth, with platforms like Yubi playing a critical role in the credit ecosystem. Yubi’s planned fundraising reflects the broader appetite for scaling solutions that streamline credit access, particularly in emerging markets where traditional lending models often fall short.
Analysis:
This development highlights two key trends: the increasing reliance on credit platforms in high-growth economies and the strategic role of international investors like Insight Partners in driving fintech innovation. Yubi’s expansion plans could set a precedent for other regional fintech players seeking to scale amid global economic headwinds.
Provenir and Hastings Financial Services Win Global Recognition
Source: Business Wire
In a testament to the transformative power of digital lending solutions, Provenir and Hastings Financial Services have been jointly recognized for the Best Digital Lending Implementation at the IBSi Global Fintech Innovation Awards. This accolade underscores the success of their collaboration in modernizing the lending process through cutting-edge technology.
Provenir’s advanced decision-making platform and Hastings Financial Services’ lending expertise have delivered a solution that significantly enhances user experience, operational efficiency, and risk management. Such innovations highlight the increasing role of partnerships in advancing fintech’s digital transformation.
Analysis:
This recognition not only validates the efficacy of digital lending but also emphasizes the importance of partnerships in driving innovation. It signals to the industry that collaboration can be a powerful tool for staying ahead in a rapidly evolving marketplace.
Microf and Quantum Financial Technologies Forge New Alliances
Source: PR Newswire
Microf, a financial solutions provider, has announced a strategic partnership with Quantum Financial Technologies. This collaboration aims to expand lending solutions for contractors, providing streamlined access to capital for businesses in need of flexible financing options.
This partnership is a timely response to the growing demand for specialized financial products in niche markets. By leveraging Quantum’s technology, Microf can now offer more tailored solutions, particularly to contractors navigating complex financial requirements.
Analysis:
This development reflects a growing trend: the diversification of fintech offerings to serve specific market segments. As competition in mainstream fintech intensifies, targeting underserved niches could become a defining strategy for success.
Key Takeaways for the Fintech Ecosystem
- Resilience in Fintech Funding: Despite economic uncertainties, venture capital continues to fuel innovative fintech players like Synapse and Finova Capital.
- Regional Growth Stories: From Israel to India, fintech ecosystems are thriving, attracting global attention and investment.
- Collaboration as a Catalyst: The success of partnerships like Provenir-Hastings and Microf-Quantum underscores the importance of strategic alliances.
- The Power of Recognition: Awards like the IBSi Fintech Innovation Awards validate industry achievements, inspiring others to push the envelope.
- Focus on Inclusion: Whether through credit platforms or lending solutions, fintech is playing a pivotal role in fostering financial inclusivity worldwide.
Looking Ahead: Challenges and Opportunities
The fintech sector’s journey is far from linear. Regulatory complexities, technological disruptions, and market volatility remain persistent challenges. However, as seen in today’s developments, the opportunities far outweigh the risks. By prioritizing innovation, collaboration, and inclusivity, fintech players can navigate the complexities of the global financial landscape.
This moment in fintech history is pivotal. It’s a time for bold decisions, strategic partnerships, and a commitment to bridging financial divides. As industry players rise to the occasion, the road ahead promises a future where technology and finance intertwine to empower individuals and businesses alike.
The post Fintech Pulse: A Daily Dive into Industry Innovations and Developments appeared first on News, Events, Advertising Options.
Fintech
Fintech Latvia Association Releases Fintech Pulse 2024: A Guide to Latvia’s Growing Fintech Hub
The Fintech Latvia Association has launched the latest edition of its annual publication, Fintech Pulse 2024, unveiling insights and resources that position Latvia as a thriving hub for European fintech.
Announced at this year’s Fintech Forum, the magazine is now available in digital format, offering a comprehensive guide for fintech professionals and entrepreneurs navigating the Latvian market and exploring its advantages.
This issue covers essential topics, from support tools provided by Latvijas Banka and newcomer roadmaps to Riga’s investor resources and fintech education opportunities. Readers will find the latest fintech news from Latvia, coverage of this year’s key industry events, and member insights on the future of fintech. The Fintech Landscape section provides a comprehensive overview of the Latvian fintech ecosystem.
Tina Lūse, Managing Director of Fintech Latvia Association, expressed excitement about the ecosystem’s growth: “We are excited to unveil the third annual edition of Fintech Pulse. This year has been pivotal for our ecosystem, and together with public sector stakeholders, we are enhancing financial inclusion, democratizing investments, and driving innovation throughout the sector. This is a testament to Latvia’s emergence as a fintech hub, establishing itself as an equal partner in innovation and support within the Baltic region.”
Minister of Finance Arvils Ašeradens highlighted Latvia’s fintech potential in the magazine, stating: “Latvia has already made strides in adapting its regulatory framework to support a stable financial system. Now, we encourage financial market players to invest in modern technologies to meet the growing demand for inclusive financial services and solidify Latvia’s position in the fintech landscape. We are confident that with the combined offer of the government, Latvijas Banka and Riga city, we are a great place to start your next scalable European FinTech!”
Minister of Economics Viktors Valainis expressed Latvia’s ambition in the magazine, stating: “Latvia wants to become a WEB 3.0. innovation hub and solidify itself as one of the leaders of a newly regulated EU crypto-asset market. We welcome international companies to choose Latvia, a flexible and fast-paced country, where you can obtain a MICA license in just 3 months. Open your office in Latvia, receive a MICA license and serve the whole EU market!”
The Fintech Latvia Association brings together fintech and non-banking financial service providers to represent their interests at both the national and international levels. It promotes sustainable development in Latvia’s financial sector by fostering reliable, responsible, and long-term industry practices that earn trust from consumers and regulatory authorities. The association is committed to supporting innovation and growth opportunities within the fintech landscape.
The post Fintech Latvia Association Releases Fintech Pulse 2024: A Guide to Latvia’s Growing Fintech Hub appeared first on News, Events, Advertising Options.
The World Economic Forum (WEF) has released a pivotal white paper in collaboration with the Financial Conduct Authority (FCA), titled “Quantum Security for the Financial Sector: Informing Global Regulatory Approaches”. This January 2024 publication underscores the urgent need for global cooperation as the financial sector transitions from a digital economy to a quantum economy, highlighting both the immense opportunities and cybersecurity challenges posed by quantum computing.
Quantum: A Double-Edged Sword for Finance
Quantum computing offers transformative benefits for the financial sector, such as accelerated portfolio optimization, enhanced fraud detection, and improved risk management. Yet, it simultaneously threatens the very foundation of cybersecurity. With quantum’s ability to break traditional encryption methods, sensitive data and financial transactions face significant risks. The white paper warns that such vulnerabilities could erode trust in the financial system and destabilize global markets.
The urgency to prepare is evident, with some quantum threats, such as “Harvest Now, Decrypt Later” attacks, already emerging. Governments and regulators, including the United States with its National Security Memorandum on Quantum (2022), have begun advocating for quantum security readiness by 2035. However, as noted in the paper, transitioning to a quantum-secure infrastructure is a monumental task requiring unprecedented coordination between regulators, industry leaders, and technology providers.
A Collaborative Framework: Four Guiding Principles
To address the complex challenges posed by quantum technologies, the WEF and FCA have proposed four guiding principles to inform global regulatory and industry approaches:
- Reuse and Repurpose: Leverage existing regulatory frameworks and tools to address quantum risks, rather than creating entirely new systems.
- Establish Non-Negotiables: Define baseline requirements for quantum security, ensuring consistency and interoperability across organizations and jurisdictions.
- Increase Transparency: Foster open communication between regulators and industry players to share best practices, strategies, and knowledge.
- Avoid Fragmentation: Prioritize global collaboration to harmonize regulatory efforts and avoid inconsistencies that could burden multinational organizations.
These principles aim to create a unified, forward-looking strategy that balances innovation with security.
A Four-Phase Roadmap for Quantum Security
The white paper introduces a phased roadmap to help the financial sector transition toward quantum security:
- Prepare: Raise awareness of quantum risks, assess cryptographic infrastructure, and build internal capabilities.
- Clarify: Formalize engagement between stakeholders, map current regulations, and model the cost and complexities of transitioning to quantum-safe systems.
- Guide: Address regulatory gaps, translate technical standards into actionable frameworks, and develop industry-wide best practices.
- Transition and Monitor: Implement cryptographic management modernization and adopt iterative, adaptable regulatory approaches to remain resilient in the quantum economy.
This roadmap emphasizes adaptability, encouraging stakeholders to continuously refine their strategies as quantum technologies evolve.
The Path Forward: Collaboration as a Catalyst
The transition to a quantum-secure financial sector is not merely a technological shift but a comprehensive rethinking of how industries and regulators approach cybersecurity. The interconnected nature of global finance means that collaboration between mature and emerging markets is crucial to avoid vulnerabilities that could undermine the entire system.
Regulators and financial institutions must act with urgency. As Sebastian Buckup, Head of Network and Partnerships at the World Economic Forum, notes in the report:
“The quantum economy era is fast approaching, and we need a global public-private approach to address the complexities it will introduce. We welcome this opportunity to collaborate with the FCA to chart the roadmap for a seamless and secure transition for the financial services sector.”
Similarly, Suman Ziaullah, Head of Technology, Resilience, and Cyber at the FCA, emphasizes:
“Quantum computing presents considerable opportunities but also threats. The financial sector relies heavily on encryption to protect sensitive information, the exposure of which could cause significant harm to consumers and markets. Addressing this requires a truly collaborative effort to transition to a quantum-secure future.”
Global Impact: Ensuring Resilience in an Evolving Landscape
As quantum technologies mature, they will redefine the landscape of cybersecurity. The financial sector, as one of the most sensitive and interconnected industries, must prioritize preparedness to ensure stability, protect consumers, and maintain trust.
The Quantum Security for the Financial Sector: Informing Global Regulatory Approaches white paper offers an essential foundation for continued dialogue and action. By adhering to the guiding principles and roadmap outlined in the report, stakeholders can navigate this transformation with foresight and cooperation.
The full report, published by the World Economic Forum, highlights the need for a unified global approach to quantum security, serving as a rallying call for industry and regulatory leaders alike.
Source: World Economic Forum, “Quantum Security for the Financial Sector: Informing Global Regulatory Approaches”, January 2024.
The post Quantum Security and the Financial Sector: Paving the Way for a Resilient Future appeared first on News, Events, Advertising Options.
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