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Stormcrow Holdings Corp. Provides Update on Qualifying Transaction with Highmark Interactive and Details of Concurrent Financing Led by Beacon Securities Limited

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Toronto, Ontario–(Newsfile Corp. – May 10, 2021) – Stormcrow Capital Inc. (TSXV: CROW.P) (“Stormcrow” or the “Company“) is providing an update on the arm’s length transaction with Highmark Interactive (“Highmark“), a company existing under the laws of Ontario, previously announced in a news release dated December 11, 2020, by which the parties intend to effect a reverse takeover of Stormcrow by Highmark, which transaction will constitute Stormcrow’s qualifying transaction under TSX Venture Exchange (“TSXV“) Policy 2.4 (the “Proposed Transaction“). Trading in the common shares of Stormcrow (“Stormcrow Shares“) has been halted in accordance with TSXV policies since the date of the initial announcement, and will remain halted until such time as all required documentation has been filed with and accepted by the TSXV in connection with the Proposed Transaction. There can be no assurances that the Proposed Transaction will be completed on the terms set out below or at all.

The Proposed Transaction

Prior to completion of the Concurrent Financing and the Acquisitions (each as described and defined below) 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; and (iv) secured promissory notes in the aggregate principal amount of $231,400 (the “Highmark Notes“). Pursuant to the Proposed Transaction: (i) $81,400 in principal amount of the Highmark Notes (together with all accrued and unpaid interest thereon) will be converted into Highmark Shares and warrants to purchase Highmark Shares on the same terms as the Warrant in the Concurrent Financing (each as defined below); (ii) holders of issued and outstanding Highmark Shares will receive Stormcrow Shares (post-consolidation) at a deemed issuance price of $0.60 per Stormcrow Share for each Highmark Share at a ratio to be determined after completion of the Concurrent Financing the (“Exchange Ratio“); 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 Proposed Transaction, including the Concurrent Financing (as described below) and the Acquisitions, existing Highmark shareholders will hold approximately 91% of the Resulting Issuer Shares (on a non-diluted basis) with the existing shareholders of Stormcrow holding approximately 9%. In connection with the Proposed Transaction, it is anticipated that Stormcrow will issue an aggregate of 35,674,503 post-Consolidation Stormcrow Shares to the shareholders of Highmark, on a pro-rata basis, on closing of the Proposed Transaction in exchange for all of the issued and outstanding securities of Highmark. The number of post-Consolidation Stormcrow Shares to be issued may be adjusted depending on the final Exchange Ratio determined by the parties to be appropriate in connection with the Proposed Transaction, which will depend on the number of securities issued by Highmark at a discount to $0.893 per share prior to the closing date of the Proposed Transaction, including securities issued in the Concurrent Financing.

It is intended that the Proposed Transaction will constitute Stormcrow’s “Qualifying Transaction” as such term is defined in the policies of the TSXV. Stormcrow currently has 26,100,000 common shares outstanding (each, a “Stormcrow Common Share“), 2,610,000 outstanding stock options to acquire Stormcrow Shares at a price of $0.10 per Stormcrow Share expiring September 23, 2025 (the “Stormcrow Stock Options“) and 2,000,000 outstanding share purchase warrants to acquire Stormcrow Shares at a price of $0.10 per share expiring September 23, 2022 (the “Agent’s Warrants“).

As a result of the Proposed Transaction, it is expected that Highmark will become a wholly-owned subsidiary of Stormcrow (the “Resulting Issuer” following completion of the Proposed Transaction) or otherwise combine its corporate existence with a wholly-owned subsidiary of Stormcrow. While the final structure of the Proposed Transaction remains subject to the receipt of tax, corporate and securities law advice for both Stormcrow and Highmark, it is currently anticipated that the Proposed Transaction will be effected by way of a three-cornered amalgamation under the laws of Ontario (the “Amalgamation“), whereby Highmark will combine with a newly incorporated wholly-owned subsidiary of Stormcrow (“Stormcrow Subco“) in accordance with the terms of an amalgamation agreement to be entered into by Highmark, Stormcrow and Stormcrow Subco (the “Amalgamation Agreement“).

The Company and Highmark anticipate that upon closing of the Proposed Transaction, the Resulting Issuer will meet TSXV initial listing requirements for a Tier 1 or Tier 2 Technology issuer.

Immediately prior to and as a condition to closing of the Proposed Transaction, it is anticipated that Stormcrow will effect a name change to “Highmark Interactive Inc.” or such other name as is acceptable to Highmark and subject to regulatory approval (the “Name Change“), and shall complete the Consolidation. Stormcrow will seek the approval of its shareholders for the Name Change and Consolidation at a meeting of shareholders (the “Meeting“) to be held prior to completion of the Proposed Transaction. Notice of the Meeting will be posted on www.SEDAR.com under the Company’s profile.

At this time, the parties to the Proposed Transaction do not believe that approval of the Stormcrow shareholders for the Proposed Transaction is required under applicable TSXV policies due, in part, to the fact that the transaction is arms-length.

About Highmark Interactive

Highmark Innovations Inc., doing business as Highmark Interactive, is a private company incorporated under the laws of Ontario on July 17, 2014 under the name “Global Health Concierge Inc.”. Pursuant to articles of amendment dated February 14, 2017, Highmark changed its name to “Highmark Innovations Inc.” Highmark’s mission is to develop innovative software as a medical device focused on human neurological and psychological function, based on the following fundamental principles:

  • Measurement of neurological and psychological function over time in a dynamic fashion as compared to traditional standards of static assessment;
  • Presentation of data to clinicians in an intuitive format to facilitate better clinical decision making;
  • Utilization of mobile devices as a primary means of software interaction;
  • Gamification as a means of encouraging utilization; and
  • Utilization of predictive analytics and machine learning to facilitate clinician’s interpretation of data.

Highmark reports its financial results on a combined basis with Highmark Health Corporation, (“Highmark Health“), as they are associated entities under common management, ownership and control. Highmark Health was founded in 2016 as a community-based multidisciplinary healthcare clinic focused on providing integrated specialty care to patients with a variety of injuries, but with a focus on patients who had suffered traumatic brain injury. The clinic’s mission was to use both established and innovative diagnostic and therapeutic approaches to patient care, with a significant emphasis on the use of medical device technology. Highmark Health’s founders organically developed a strategy of creating their own medical device technology to service their patient population rather than rely on medical devices that were not, in the founders’ minds, as effective as they could be, resulting in the founding of Highmark. Highmark and Highmark Health are referred to as the “Highmark Group”.

The Highmark Group’s business strategy is to capitalize on the factors described above to create a new paradigm for significant growth and development based on identifying and acquiring clinical services businesses that have established competency and credibility in neurological and general rehabilitation that are suitable as a channel for technology sales and implementing Highmark’s medical device technology in the standard operating procedures of such clinical service businesses; leveraging efforts to offer “software as a service” to capture business to business customers in differentiated market verticals; providing virtual or in-person clinical services to patients utilizing Highmark’s technology solutions; identifying and acquiring synergistic medical device technology development organizations; and continued research and development of digital medicine technology using insights from an expanded clinical services organization’s day to day observations of the neurological, physical and psychological impacts of injury on patient populations.

The Resulting Issuer’s business upon completion of the Amalgamation will be the Highmark Group’s current high-growth, acquisitive hybrid clinical and digital healthcare business focused on brain and mental health.

In furtherance of its acquisitive growth strategy, Highmark has entered into an agreement to acquire all of the outstanding common shares of Highmark Health, as well as agreements to acquire each of BrainFx Inc. (“BrainFx“) and Complex Injury Rehab Inc. (“CIR“), both corporations existing under the OBCA that Highmark views as synergistic and complementary businesses.

BrainFx designs and develops mobile and virtual neurological performance testing software applications. BrainFx collects normative neurofunctional data focused on supporting a health provider’s ability to diagnose (if within their scope of practice), treat and augment. For some customers, BrainFx provides them with (off-the-shelf) hardware to access the hosted software. CIR was founded as a community-based multidisciplinary rehabilitation clinic focused on providing integrated specialty care to patients with a variety of injuries, but with a specific focus on neurological or complex injuries, with a significant emphasis on functional cognitive and psychological performance technology for assessment and therapy. CIR has a reputation as a high quality effective rehabilitation service provider, and is a preferred referral source for complex cases from Personal Injury law firms, other health providers, patients and insurers. CIR’s founders also expanded their clinical service strategy to creating their own medical device technology to service their patient population rather than rely on medical devices that were not, in the founders’ minds, as effective as they could be, resulting in the founding of BrainFx and the creation of the BrainFx medical device software platform.

The acquisition of BrainFx will be completed prior to the completion of the Proposed Transaction, while the acquisitions of Highmark Health and CIR will be completed concurrently with the completion of the Proposed Transaction. The Acquisitions of BrainFx, Highmark Health, and CIR are referred to herein as the “Acquisitions“.

The significant shareholders of Highmark include the Sanjeev Sharma Family Trust, the Sunil Sharma Family Trust, and the Mazza Long Family Trust, each of which hold 3,100,000 Highmark Shares, or approximately 20.2% of the outstanding Highmark Shares. Each of the trusts described above are estate and tax planning vehicles governed by the laws of Ontario, and are respectively controlled by Sanjeev Sharma, Sunil Sharma, and Chris Mazza, as trustees.

Selected Financial Information

The following table sets out selected financial information with respect to Highmark as at the dates noted. The selected financial information is derived from Highmark’s unaudited financial statements for the periods described, which have been prepared in accordance with International Financial Reporting Standards, issued by the International Accounting Standards Board, and denominated in Canadian dollars.

As at
December 31, 2020
(unaudited)
($)
As at
December 31, 2019
(unaudited)
($)
Total assets 1,327,626 359,876
Total liabilities 1,292,748 678,978
Revenue 787,547 744,039
Net Profit/Loss (1,593,195) 1,629,674

 

The Concurrent Financing

In conjunction with the Proposed Transaction, Highmark is expected to complete a brokered private placement (the “Concurrent Financing“) of subscription receipts for aggregate gross proceeds of up to $7,500,000. The Concurrent Financing will be conducted by a syndicate of agents led by Beacon Securities Limited (“Beacon“), as lead agent, and which syndicate includes PI Financial Corp. and Industrial Alliance Securities Inc. (collectively with Beacon, the “Agents“). The Concurrent Financing will consist of the sale of (i) up to 6,578,947 unit subscription receipts of the Company (the “Unit Subscription Receipts“) at a price of $0.76 per Unit Subscription Receipt (the “Unit Offering Price“), and (ii) up to 2,500 unsecured subordinate convertible debenture subscription receipts (the “Debenture Subscription Receipts“) at a price of $1,000 per Debenture Subscription Receipt for aggregate gross proceeds of up to $2,500,000 under the Concurrent Financing. The Agents have the option (the “Option“), which Option may be exercised in whole or in part, at the Agents’ sole discretion and without obligation, to sell up to an additional 1,315,789 Unit Subscription Receipts at the Unit Offering Price for additional aggregate gross proceeds of up to $1,000,000. The Option is exercisable by the Agents at any time until 48 hours prior to the closing, after which time the Option shall be void and of no further force and effect.

The gross proceeds raised in connection with the Concurrent Financing, less 50% of the Agents’ commission (the “Escrowed Funds“), will be delivered to and held in escrow on behalf of the subscribers by TSX Trust Company (the “Escrow Agent“) and invested in an interest-bearing account, or short-term obligations of, or obligations guaranteed by, the Government of Canada or any other investments that may be approved by Highmark, pending the satisfaction or waiver (to the extent such waiver is permitted) of certain escrow release conditions (the “Escrow Release Conditions“) on or before the 120th day after the closing of the Concurrent Financing (the “Termination Date“), in accordance with the provisions of an Agency Agreement to be entered into between Highmark, Stormcrow and the Agents, and a subscription receipt agreement to be respectively entered into with the Escrow Agent for each of the Unit Subscription Receipts and the Debenture Subscription Receipts.

As consideration for the Agents’ service in connection with the Concurrent Financing, Highmark will pay the Agents (i) a cash commission equal to 7.0% of the gross proceeds of the sale of the Unit Subscription Receipts, including any proceeds in connection with the exercise of the Option (other than in respect of certain sales of Unit Subscription Receipts to investors identified on a “President’s List” by Highmark, for which Highmark shall pay the Agents a reduced cash commission equal to 3.0% of the gross proceeds from the issuance and sale of Unit Subscription Receipts to such purchasers), and (ii) a cash commission equal to 7.0% of the gross proceeds of the offering of the Debenture Subscription Receipts.

As additional consideration for their services in the Concurrent Financing, the Company will issue the Agents compensation options (“Compensation Options“) exercisable in whole or in part to acquire that number of Highmark Shares as is equal to 7.0% of (i) the total number of Unit Subscription Receipts issued and sold in the Concurrent Financing (other than in respect of Unit Subscription Receipts sold to persons on the President’s List, for which the number of Compensation Options shall be equal to 3.0% of the total number of Subscription Receipts issued and sold to persons on such list), where each Compensation Option issued in connection with the issuance and sale of the Unit Subscription Receipts will entitle the holder thereof to acquire one Highmark Share at a price of $0.76 per Highmark Share at any time on or before the date which is 24 months following the Escrow Release Date; and (ii) the gross proceeds from the sale of the Debenture Subscription Receipts issued and sold pursuant to the Concurrent Financing divided by $0.95, where each Compensation Option issued in connection with the issuance and sale of the Debenture Subscription Receipts will entitle the holder thereof to acquire one Highmark Share at a price of $0.95 at any time on or before the date which is 24 months following the Escrow Release Date.

Each Unit Subscription Receipt will entitle the holder thereof to receive, upon automatic exchange in accordance with the terms of the subscription receipt agreement to be entered into with respect to such Unit Subscription Receipts, without payment of additional consideration or further act or formality on the part of the holder thereof, one Highmark Share and one-half of one common share purchase warrant of Highmark (each whole such warrant, a “Warrant“) upon the satisfaction or waiver (to the extent such waiver is permitted) of the Escrow Release Conditions on or before the Termination Date. Each whole Warrant will entitle the holder to acquire one Highmark Share (or Resulting Issuer Share, as the case may be) at an exercise price of $1.15 per share for a period of two years from the Escrow Release Date. The Company will be entitled to accelerate the expiry date of the Warrants upon notice to holders of Warrants should the volume-weighted average trading price (“VWAP“) of the Resulting Issuer Shares on the TSXV be greater than $1.75 for twenty consecutive trading days.

Pursuant to and in accordance with the Subscription Receipt Agreement for the Debenture Subscription Receipts, and provided that the Escrow Release Conditions have been satisfied or waived prior to the Escrow Release Deadline, the Debenture Subscription Receipts shall each be automatically converted into, subject to adjustments in certain circumstances and without payment of any additional consideration and without any further action by the holder thereof, unsecured subordinate convertible debentures of Highmark in the principal amount of $1,000 (a “Convertible Debenture“). The Convertible Debentures shall be convertible, in whole or in part, at the discretion of the holders, into Highmark Shares at a price of $0.95 per Highmark Share and, following the completion of the Proposed Transaction, the Convertible Debentures shall be exchanged for convertible debentures of the Resulting Issuer, on economic and other terms which are substantially identical to the Convertible Debentures, subject to certain adjustment provisions. Notwithstanding the foregoing, from the date which is 12 months following the closing date of the Concurrent Financing, if the VWAP of the Resulting Issuer Shares on TSXV for any 20 consecutive trading days equals or exceeds $1.90, the Resulting Issuer may notify the holders of the Resulting Issuer Debentures that the Resulting Issuer Debentures will be automatically converted into Resulting Issuer Shares at the Conversion Price 30 days following such notice.

The Resulting Issuer Debentures will bear interest from the closing date of the Concurrent Financing at an annual rate of 7.5%, payable in cash semi-annually in arrears. Notwithstanding the foregoing, subject to TSXV approval, the Resulting Issuer, in its sole discretion, will be entitled to elect to pay accrued interest in Resulting Issuer Shares at an annual rate of 8.0% based on a price per share equal to the 5-day VWAP of the Resulting Issuer Shares on TSXV, provided that such price shall not be less than the minimum price mandated by TSXV pursuant to its policies. The Resulting Issuer Debentures will mature on the date which is 36 months following the closing date of the Concurrent Financing.

The Escrow Release Conditions comprise:

  1. written confirmation from each of Highmark and Stormcrow that all conditions to the completion of the Proposed Transaction, including for certainty, the completion of the Acquisitions, have been satisfied or waived, other than the release of the Escrowed Funds (including the escrowed portions of the Agents’ commission) and the closing of the Proposed Transaction, including the closing of the Acquisitions, each of which will be completed forthwith upon release of the Escrowed Funds;

  2. the receipt of all shareholder and regulatory approvals required for the Proposed Transaction;

  3. the Definitive Agreement having been executed by Highmark and Stormcrow on terms not inconsistent with the letter of intent between Highmark and Stormcrow dated December 11, 2020;

  4. the distribution of: (i) the Highmark Shares, Warrants, Convertible Debentures, Resulting Issuer Shares, Resulting Issuer Warrants, Resulting Issuer Debentures, and Resulting Issuer Shares issuable upon exercise of the Warrants or conversion of the Resulting Issuer Debentures, in each case being exempt from applicable prospectus and registration requirements of applicable securities laws and there being no hold periods or other restrictions for the first trade of such securities as long as such trade is not from a control block;

  5. the Resulting Issuer Shares being approved for listing on the TSX-V and the completion, satisfaction or waiver of all conditions precedent to such listing, other than the release of the Escrowed Funds;

  6. a warrant indenture for the Warrants, substantially in the form agreed to between Highmark and Beacon at closing of the Concurrent Financing, having been duly executed and delivered by the parties thereto;

  7. a debenture indenture for the debentures, substantially in the form agreed to between Highmark and Beacon at closing of the Concurrent Financing, having been duly executed and delivered by the parties thereto;

  8. such other customary escrow release conditions requested by Beacon, acting reasonably; and

  9. the Company and Beacon, on behalf of the other Agents, having delivered a release notice to the Escrow Agent confirming that items (a) through (h), inclusive, have been satisfied (the “Release Notice“).

In the event that: (i) the Escrow Agent does not receive the Release Notice at or prior to 11:59 p.m. (Toronto time) on the Termination Date, or (ii) if prior to the Termination Date, the Company advises the subscribers or announces to the public that it does not intend to satisfy the Escrow Release Conditions, the Unit Subscription Receipts and the Debenture Subscription Receipts will be null and void and of no further effect, and the Escrow Agent will return to each holders of Unit Subscription Receipts and Debenture Subscription Receipts an amount equal to the aggregate subscription price of the subscription receipts held by such holder plus a pro rata portion of any interest and other income earned on the Escrowed Funds, less applicable withholding taxes, if any. Highmark will be responsible and liable to the holders of subscription receipts for any shortfall between the aggregate subscription price paid and the Escrowed Funds.

In the event the Escrow Release Conditions are satisfied, and the Proposed Transaction is completed, the Escrowed Funds will be released to Highmark. The Company intends to use the Escrowed Funds to fund the cash portion of the remaining purchase price of the Acquisitions, repay bridging finance for the acquisition of BrainFx, and to fund the working capital requirements of the company.

Closing Conditions

It is proposed that completion of the Proposed Transaction will be subject to a number of conditions, including but not limited to, completion of the Concurrent Financing, the satisfaction of the Company and Highmark in respect of the due diligence investigations to be undertaken by each party, the entering into by the parties of a definitive agreement with respect to the Proposed Transaction (such agreement to include representations, warranties, conditions and covenants typical for a transaction of the nature of the Proposed Transaction), the receipt of approval of the directors of each of Stormcrow and Highmark, the approval of the Amalgamation by the shareholders of Highmark, the receipt of all necessary approvals of the Stormcrow shareholders at the Meeting, the receipt of all necessary approvals of all regulatory bodies having jurisdiction in connection with the Proposed Transaction, including the TSXV, and the determination of a new board of directors of the Resulting Issuer and appointment of new officers of the Resulting Issuer. Any amendments will be set out in a further press release of the Company. The Proposed Transaction cannot close until the required conditions are satisfied or waived, and there can be no assurance that the Proposed Transaction will be completed as proposed or at all and there can be no assurances that the Proposed Transaction will be completed on the terms outlined herein, or at all.

Interests in the Proposed Transaction

Mr. Chris Schnarr, Chief Executive Officer, Chief Financial Officer, and a Director of Stormcrow, was appointed as a director of Highmark on January 28, 2021.

Certain directors and officers of Stormcrow own securities of Highmark, which on a fully diluted basis, as a group represent less than 10% of Highmark’s issued and outstanding voting stock prior to completion of the transactions contemplated hereunder. Mr. Schnarr currently owns 89,286 common shares of Highmark, and 428,612 common share purchase warrants (which includes certain warrants to be issued pursuant to the Bridge Loan, as defined below). Glen Schnarr owns 223,214 common shares of Highmark, and 504,804 common share purchase warrants (which includes certain warrants to be issued pursuant to the Bridge Loan). Ray Sharma owns 700,000 common shares of Highmark, and 100,000 common share purchase warrants. Mr. Sharma is also the principal shareholder of eSpectrum Solutions Inc. (“eSpectrum“), which holds 44,643 common shares of Highmark and 212,805 common share purchase warrants (which includes certain warrants to be issued pursuant to the Bridge Loan).

Approximately concurrently with the Concurrent Financing, Chris Schnarr, Glen Schnarr and eSpectrum are expected to provide a secured loan to Highmark (the “Bridge Loan“), in the principal amount of $2.3 million with a 9% interest rate, in order to provide acquisition financing to Highmark, the principal purpose of which is to fund the cash purchase price of BrainFx. The Bridge Loan will mature on the earlier of the completion of the Proposed Transaction, one year from the date of advance, and the date on which demand for repayment is made following the occurrence of an event of default. In consideration of the lenders providing the Bridge Loan, the lenders will be issued 756,578 common share purchase warrants of Highmark, each exercisable for one Highmark Share at an exercise price of $0.76 for a 24 month term (the ownership of these warrants is included in the paragraph above).

Proposed Director and Officer Qualifications

Dr. Sanjeev Sharma, Director and Chief Executive Officer

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, Chief Financial Officer

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 lent 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.

Sunil Sharma, Executive Vice-President, Corporate Development and Director

Sunil Sharma is a seasoned serial entrepreneur with over 20 years of healthcare experience having had his first exit before he was 30 years old. Sunil has started multiple companies and previously co-founded Wellpoint Health, one of Canada’s largest occupational health and safety providers that grew to over 500 employees. Sunil was responsible for leading the sales team and Business Development initiatives nationally during his tenure at Wellpoint Health. Sunil is driven by disrupting the Canadian healthcare sector and brings a creative and strategic edge to all his entrepreneurial projects. In addition to co-founding Highmark Interactive, a digital health company with an award winning FDA approved technology, he is an active entrepreneur and board member with both public and privately held organizations and start ups within the healthcare vertical. Sunil currently sits on the Foundation board of Directors with Westpark Health Care. Sunil completed his undergraduate commerce degree at McMaster’s Michael G DeGroote school of business in 1999.

Chris Schnarr, ICD.D, Director

Mr. Schnarr is an entrepreneur with over 30 years of experience across a range of industries including founding, managing, and advising growth companies with respect to strategy, corporate finance, sales and marketing, operations, corporate development, M&A, and governance, both in the private and public realm. Mr. Schnarr’s Board member experience spans 8 public and 5 private companies, including TSXV, TSX, and NYSE listed companies. Mr. Schnarr has extensive Board committee experience, including Audit (Chair) and Governance and Compensation (Chair). Mr. Schnarr is currently Chairman of Vitalhub Corp. and Popreach Corporation and a director of Stormcrow Holdings Corp. (TSXV: CROW.P), and Greyhame Capital Corp. His industry experience includes healthcare, software, technology, communications, agriculture & food, NHP/OTC/CPG, and pharma/biotech. Mr. Schnarr is a graduate of the Director’s Education Program at Rotman School of Business and holds the ICD.D designation.

Harry Jacobson, Director

Dr. Harry R. Jacobson is a physician, entrepreneur, and investor. Since graduating from the University of Illinois Medical School in 1972, Dr. Jacobson has practiced medicine, and taught on the as a faculty member of UT Southwestern (1978-1985) and Vanderbilt Medical Center (1985-1997). In 1997, Dr. Jacobson became Vice Chancellor of Health Affairs at Vanderbilt University and CEO at the Medical Centre, seeing the centre grow from $750 M to $2.25 B in revenue during his tenure. As CEO of VUMC, Dr. Jacobson chaired the Chancellor’s Fund and oversaw the University’s technology transfer operations during which time the fund, alongside $250 M of institutional capital, invested in 29 startup companies created from Vanderbilt intellectual property through the technology transfer offices. The Chancellor’s Fund returned 2.4x cash on cash with several portfolio companies yet to exit.

Dr. Jacobson has also founded or co-founded many companies including Contact Software (acquired in 1993 by Symantec ) Renal Care Group, a leading dialysis service provider acquired by Fresenius in 2006; Ambulatory Services of America, a diversified outpatient services provider acquired by U.S. Renal in 2013; CeloNova Biosciences (funded by MedCare), a medical device company with two major product lines, one of which was sold to Boston Scientific for up to $270 M in 2015; and MindCare Solutions (funded by Medcare and WP Global), a tele-behavioral health company.

Dr. Jacobson has served on the boards of three NYSE-lsited companies, including KCI (2004-2011), Renal Care Group (1995-2006) and Merck (2007-2013). He currently he serves on the Board of Ingram Industries and on the boards of several MedCare Portfolio Companies. In 2002, Dr. Jacobson he was named Ernst and Young Southeast Entrepreneur of the Year and has been recognized as one of the top 50 most Powerful Physicians Executives in America.

Brad Badeau, Director

Brad is past President and Chief Operating Officer of Trimark Investment Management Inc., and was also Senior Vice President and Chief Financial Officer of Burgundy Asset Management, where he had been responsible for all functions other than portfolio management, sales and marketing and led the organization through substantial growth. Mr. Badeau has served as director on a number of corporation and philanthropic boards, notably as previous Vice Chair of L’Arche Canada Foundation and Chairman of the KiBo Foundation. Mr. Badeau supports both discovery and applied research across every stage of the financing cycle, and was a co-Founder of CertaPay Inc. (now Interac E-Transfer), and a Co-Founder of the Canadian Securities Exchange.

The Mazza Long Family Trust, a trust existing under the laws of Ontario, is expected to hold approximately 12.1% of the outstanding Resulting Issuer Shares upon completion of the Proposed Transaction. As described above, Mr. Chris Mazza, a resident of Ontario, Canada, controls the Mazza Long Family Trust, as trustee.

Sponsorship

Stormcrow and Highmark intend to seek an exemption or waiver from the sponsorship requirements on the basis of Section 3.4(a)(ii) of TSXV Policy 2.2. If the parties seek such an exemption or waiver, there can be no assurances that the TSXV will grant such an exemption or waiver, either at all or on the terms sought by the parties.

If and when a definitive agreement between Stormcrow and Highmark is executed, Stormcrow will issue a subsequent press release in accordance with the policies of the TSXV containing the details of the definitive agreement and the additional terms of the Proposed Transaction.

For further information:

Highmark Innovations Inc.
Sunil Sharma
[email protected]

Stormcrow Capital Corp.
Chris Schnarr
[email protected]

Cautionary Statements

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 TSXV has in no way passed upon the merits of the Proposed 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 Proposed Transaction, the proposed structure of the Proposed Transaction, the completion of the Concurrent Financing and the use of proceeds thereof, and the business of the Resulting Issuer. 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; 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 Proposed Transaction or Concurrent Financing 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 medical device and clinical services 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.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/83559

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Copper State Credit Union Takes One Platform Approach with Jack Henry

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Jack Henry™ (Nasdaq: JHKY) announced today that Copper State Credit Union will leverage the company’s single technology platform to boost internal efficiencies and improve experiences.

Copper State Credit Union formed in 2020 from the merger of Canyon State Credit Union and Deer Valley Credit Union. Following the merger, the credit union managed multiple products across several different technology providers. This prompted the team to reevaluate their strategy and select Jack Henry as their enterprise technology provider. Jack Henry’s open infrastructure will automate and streamline operations, as well as integrate and optimize offerings.

“Jack Henry’s single platform approach allows us to consolidate our existing relationships into one organization with the option to tap into a vast ecosystem of fintech services,” said Robb Scott, President/CEO of Copper State Credit Union. “This enables us to continue to be innovative in our markets while remaining committed to delivering an exceptional member experience.”

Copper State Credit Union understands the importance of providing a convenient and simple digital experience for members. Their new digital banking platform will give members a complete view of all their finances in a single place. Part of this experience will include the ability to open new accounts and debit cards, manage credit scores, and receive instant payments. And, modern fraud and financial crimes prevention and detection solutions will protect members’ data and monitor transactional behavior.

“Our all-in strategy with Jack Henry ensures our members receive the connected services and resources they need to achieve financial prosperity and empowerment,” Scott continued. “The relationship frees up our internal resources to focus on finding ways to improve the financial lives of member-families within our community.”

Shanon McLachlan, president of Credit Union Solutions at Jack Henry, commented, “The beauty of our technology is the optionality and flexibility. Credit unions can choose to be in all-in with us like Copper State Credit Union or start by investing in their technology future one step at a time. Regardless, we continue to provide the support and services they need to help their members succeed.”

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Moomoo Wins “Best Stock Trading App” Award in 2024 FinTech Breakthrough Awards Program

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Moomoo Technologies Inc. today announced that FinTech Breakthrough recognized the company with its 2024 annual award of “Best Stock Trading App.”  Founded in 2018, moomoo is an investment and trading platform that empowers global investors with pro-grade, easy-to-use tools, data, and insights. With its sister brand, moomoo has over 21 million users globally and it provides users with the necessary information and technology to make more informed investment decisions.

As the FinTech sector becomes more crowded and companies struggle to stand out from the crowd with their products and services, the FinTech Breakthrough Awards help recognize and showcase FinTech innovators based on creativity, hard work, and technologies centered around their products, solutions, and services. Its committee selected winners based on their innovative performance, their impact on solving user needs and problems, and whether their ease of use management can scale at growth.

“We are thrilled to be recognized as the best stock trading app by FinTech Breakthrough as it supports our mission to provide all levels of investors with an intuitive and robust platform,” said Justin Zacks, Vice President of Strategies, Moomoo Technologies Inc.  “Backed by independent research, advanced technological development capabilities, and our unique digital-first business model, we want to level the playing field for retail investors. From powerful stock and option analysis tools to fully extended trading hours, moomoo serves both new and experienced traders.”

“Moomoos’ robust technologies help investors spot potential investment opportunities and make informed decisions. Investors at all levels are looking for in-depth data, market news and global insights,” said Steve Johansson, Managing Director, FinTech Breakthrough. “We want to recognize moomoo as ‘Best Stock Trading App!’ By striving to provide investors with the best online trading experiences possible, investors at any stage can make confident investment decisions backed by readily available data and insights.”

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Insights from Prague Gaming & TECH Summit 2024 Speakers (pre-event)

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As we approach the Prague Gaming & TECH Summit, we’ve connected with some of the event’s distinguished speakers to delve into the future of the gaming and tech industries. Their insights shed light on the shifting dynamics, underscoring the significance of adaptability, innovation, and strategic foresight.

We posed the following questions to our speakers:

  • What has been the most surprising or valuable lesson you’ve learned in your career within the gaming/tech sector?
  • Can you share a project or achievement in your career that you’re particularly proud of?
  • In your opinion, what are the biggest challenges facing the gaming and tech industries today?

Below, you’ll find a brief overview of their responses. For more in-depth insights, scroll down to read each speaker’s full reply.

#### Viktoria Soltesz: Mastering the Financial Game

Viktoria Soltesz, a pivotal figure in the payment solutions space, shared a crucial lesson from her career: the significance of a well-crafted payment plan. Through her work, Soltesz has observed the downfall of companies due to inadequate financial strategies, emphasizing that such pitfalls are easily avoidable with proper planning. Her recent book, “Moving Money – How Banks Think,” aims to demystify banking and payment processes for businesses, advocating for informed financial decision-making within the gaming and tech sectors.

#### Aleksandra Andrishak: The Power of Continuous Learning

Representing Slotsjudge, Editor in Chief Aleksandra Andrishak looks forward to delving into topics like iGaming and blockchain at the summit. Andrishak highlights the transformative work undertaken at Slotsjudge in 2023 and stresses the importance of perpetual learning in the fast-paced gaming industry. Her advice to newcomers is to embrace innovation and remain adaptable to stay ahead.

#### Jakub Tesar: Blockchain’s Expanding Horizon

Jakub Tesar predicts a promising future for blockchain technology, especially within the Ethereum ecosystem, and the rise of Web3. He envisions a world where gamers have greater control over virtual collectibles and in-game items, thanks to blockchain. Tesar anticipates GenAI revolutionizing game interactions and narratives, urging industry professionals to experiment with blockchain’s burgeoning use cases.

#### Kaspar Szymanski: Navigating SEO in the Gaming and Tech World

Kaspar Szymanski, with his rich background in Google Search, identifies the challenge of distinguishing brands in a saturated market. He argues for a focus on unique selling propositions and long-term growth strategies. At the summit, Szymanski aims to dispel SEO myths and offer actionable advice, emphasizing that SEO setbacks can lead to significant growth opportunities.

#### Jasmina Poglavc: Data-Driven Innovation in iGaming

Jazz underscores the impact of advanced data analytics and AI in enhancing the iGaming experience through personalized player engagement. She points out the challenges of data privacy and navigating the regulatory landscape, advocating for a shift towards more player-centric and responsible gaming practices.

These insights from our speakers highlight a common theme: the gaming and tech industries are at a critical juncture, facing challenges that span financial planning, regulatory navigation, and technological innovation. The Prague Gaming & TECH Summit stands as a pivotal platform for addressing these challenges, fostering dialogue, and paving the way for future advancements.

As we anticipate the rich discussions and networking opportunities at the summit, it’s clear that adaptability, continuous learning, and strategic planning are key to navigating the future of gaming and tech. Join us in Prague to explore these themes and more, shaping the trajectory of these dynamic industries.


Viktoria Soltesz – Founder at PSP Angels

What has been the most surprising or valuable lesson in your career within the gaming/tech sector?

In my career within the gaming/tech sector, one of the most valuable lessons I’ve learned is the importance of having a payment plan. While analyzing the financial and banking information of various companies, I noticed a recurring pattern: many companies that failed did so due to poor payment and banking practices. They often miscalculated risks, under-budgeted costs, or neglected to set up a proper payment plan. These errors in financial planning were common culprits behind their downfall. What surprised me the most was how easily these businesses could have avoided such failures with proper payment planning. It became evident that many businesses fail for avoidable reasons, and simply taking the time to understand and establish a payment plan can make a significant difference. By paying close attention to the flow of money and investing just a few hours in crafting a solid plan, a business can set itself on a path to success, outperforming much of its competition.

Can you tell us about a project or achievement in your career that you’re particularly proud of?

One of the achievements I’m particularly proud of in my career is the recent launch of my book, “Moving Money – How Banks Think,” which is now available on Amazon. This book is a valuable resource for businesses, emphasizing the often-overlooked importance of banking and payments in today’s competitive landscape. It provides insights into the intricacies of banking decisions, the history of payment systems, and practical guidance on managing funds more safely and cost-effectively. I’m excited to share this knowledge and help businesses make informed decisions in the realm of payments, especially those that are high-risk or startups.

What do you think are the biggest challenges facing the gaming and tech industries today?

In the gaming and tech industries today, one of the most significant challenges is undoubtedly related to payments. While these industries focus heavily on product development, market competition, and marketing strategies, the crucial aspect of payment planning often gets overlooked. This oversight can lead to businesses incurring unnecessary banking fees and facing unexpected operational risks. Understanding the complexities of banking and payment systems is crucial, yet it remains an area with limited knowledge for many in these sectors. Lack of knowledge in this domain can result in poor financial decision-making. As a payment expert, I have observed that addressing these payment-related challenges is essential for the long-term success and sustainability of businesses in the gaming and tech industries. By gaining a better understanding of how payments work and the reasoning behind banking decisions, these industries can navigate financial challenges more effectively and make informed choices, ultimately ensuring smoother operations and cost savings.

What are you most looking forward to at the Prague Gaming & TECH Summit?

I am greatly anticipating the upcoming Prague Gaming & TECH Summit for several compelling reasons. First and foremost, I’m excited about the high-quality content that will be presented during the event. It’s an excellent opportunity to gain valuable insights and knowledge about the gaming and tech industries.

Additionally, I’m looking forward to reconnecting with old acquaintances and making new connections. Networking is a fundamental aspect of such gatherings, allowing us to exchange ideas, share experiences, and forge new professional relationships.

Lastly, I’m eager to hear about the latest industry developments and gossip. Staying informed about the current trends and happenings within the gaming and tech sectors is essential for keeping a competitive edge in these dynamic industries.

Overall, the Prague Gaming & TECH Summit promises to be an enriching and engaging experience, offering valuable content, networking opportunities, and industry insights.


Aleksandra Andrishak – Editor in Chief at Slotsjudge

What are you most looking forward to at the Prague Gaming & TECH Summit?

The vegan catering! Jokes aside, Hipther events are renowned for their best-in-class networking, and I’m eagerly anticipating the opportunity to delve into topics such as iGaming, eSports, and Blockchain with top experts in the industry. This will mark my second collaboration on stage with Zoltan and the team, and I’m very much looking forward to it.

Can you tell us about a project or achievement in your career that you’re particularly proud of?

I’m honored to represent Slotsjudge at the Prague Gaming & TECH Summit 2024. I’m particularly proud of all the work we’ve accomplished with the team in 2023. This year, you can expect even more from us, including new features, a completely revamped website, and even more ways to have fun together with us if you’re a gaming enthusiast!

What advice would you give to someone starting their career in the gaming or tech industry?

Never stop learning. The gaming industry is one of those sectors where innovation occurs almost daily. To stay ahead of the curve, you cannot afford to become complacent. Continuously strive to expand your knowledge and skills. Good luck!


Jakub Tesar – Innovation, Digital & Emerging Tech Lead at EY

What are your top three predictions for the future of gaming and tech industries in the next five years?

  1. The Ethereum ecosystem will evolve into a hub for practical applications, driving large-scale enterprise adoption of blockchain technology.
  2. The growth of Web3 will empower users to have self-custody over virtual collectibles and in-game items, enabling the purchase of ‘phygital’ items that merge the physical and online worlds. This evolution will facilitate free trade on blockchain-powered marketplaces and allow brands to explore new monetization strategies for digital assets.
  3. Generative AI (GenAI) will revolutionize gaming experiences, enabling players to interact with non-player characters (NPCs) in more natural and dynamic ways, and experience storylines that adapt and evolve in real-time.

Can you share a recent innovation in the gaming/tech industry that excites you? What challenges do you think the industry needs to address? The integration of GenAI within gaming environments excites me the most. It offers unprecedented, natural-like interactions with GenAI-based NPCs and allows for fluid, dynamic storylines. However, the industry must navigate the ethical implications of AI, ensuring that these technologies are developed and used responsibly.

What has been the most surprising or valuable lesson in your career within the gaming/tech sector? In my career, the most valuable lesson has been the constant need for innovation and adaptability. The rapid pace at which technology evolves requires a perpetual learning mindset and the willingness to embrace change.

How do you see the role of AI and emerging technologies shaping the gaming and tech industries? AI and emerging technologies are set to fundamentally reshape the gaming and tech industries by introducing more immersive, interactive, and personalized experiences. These technologies will not only enhance gameplay but also offer new avenues for creativity and innovation within the sector.

What advice would you give to someone starting their career in the gaming or tech industry? Never stop learning. The gaming industry, in particular, is characterized by its rapid evolution and innovation. Staying informed and continually enhancing your skills is crucial to staying ahead in this competitive field.

What do you think are the biggest challenges facing the gaming and tech industries today? Addressing the ethical and societal implications of rapid technological advancement, including privacy concerns, data security, and the potential for misuse, remains a significant challenge.

How do you see regulations impacting the gaming and tech industries, and what changes would you like to see? Regulations need to strike a balance between fostering innovation and protecting consumers. I hope to see regulations evolve in a way that supports the ethical development of new technologies while ensuring they are accessible and beneficial to all.

What are you most looking forward to at the Prague Gaming & TECH Summit? I’m eagerly anticipating the opportunity to delve into the latest industry trends, connect with fellow professionals, and share insights on the evolving landscape of gaming and technology.

Is there a specific message or insight you hope attendees will take away from your session? I hope attendees recognize the enduring significance of blockchain technologies and are inspired to explore and experiment with their vast potential for innovative use cases.


Kaspar Szymanski – Founder of SearchBrothers

What do you think are the biggest challenges facing the gaming and tech industries today?

One of the primary challenges in an industry saturated with numerous market players offering similar web platforms and services is effectively defining and communicating a compelling unique selling proposition (USP). While brand building, prioritizing user experience, and optimizing website performance are essential, they are merely steps towards the ultimate goal of offering a service or product that isn’t readily available elsewhere. Moreover, developing a long-term strategy presents a significant challenge in an industry that tends to favor short-term success. The pressure of organizational and market demands often hinders decision-makers from adopting strategies focused on sustainable, gradual growth. This challenge is particularly evident in search engine optimization (SEO), where the goals of long-term growth and meeting immediate organizational needs must be aligned, as search engine algorithms prioritize actual ranking signals over organizational constraints.

What are you most looking forward to at the Prague Gaming & TECH Summit?

I am eager to share the unique insights into Google Search that I gained during my time working for Google, as well as my experiences as a consultant helping clients in competitive niches outperform their competitors. My presentation will include exciting real-life case studies, debunk several myths within the SEO industry, and provide attendees with actionable advice they can immediately apply. I am also looking forward to listening and learning from others, and eagerly anticipate addressing audience questions during the Q&A session following my presentation.

Is there a specific message or insight you hope attendees will take away from your session?

I want my audience to understand that Google penalties are not the end of the world and can be resolved. SEO setbacks, while initially unwelcome, can actually offer an opportunity for significant growth, potentially surpassing any previous rankings on Google Search. These moments can be a hidden blessing, revealing new paths to success. I invite anyone curious about the inner workings of Google Search, how it can benefit your website, and seeking genuine answers to their Google and SEO questions to join my session.


Jasmina Poglavc – Senior Product Manager at Gamanza Group AG & Freelance iGaming Consultant

Can you share a recent innovation in the gaming/tech industry that excites you, and what challenges do you think the industry needs to address?

My background in iGaming platforms and online operations has given me a unique perspective on the transformative potential of advanced data analytics and AI. These technologies promise significant changes, especially in real-time player engagement for iGaming platforms and operators. By analyzing player behavior, preferences, and patterns in real time, we can offer personalized promotions, customized gaming experiences, and targeted loyalty programs. This not only boosts player satisfaction but also optimizes revenue streams.

However, the full realization of these benefits faces challenges, primarily concerning data privacy and security. Protecting sensitive player information is paramount, and navigating the evolving regulatory landscape to align data-driven practices with compliance standards is equally crucial.

What has been the most surprising or valuable lesson in your career within the gaming/tech sector?

Adaptability has been the most valuable lesson in my career. The gaming and tech sectors are incredibly dynamic, with constant evolutions and innovations. Embracing change, remaining agile, and continuously seeking learning opportunities have been essential for navigating challenges and achieving success. Anticipating industry trends and staying informed about technological and regulatory developments are key to staying ahead.

What advice would you give to someone starting their career in the gaming or tech industry?

Stay curious and proactive. Embrace challenges as growth opportunities, keep up with industry trends, and cultivate a strong professional network. Innovation drives the gaming and tech industries, so developing a mindset that embraces change and fosters creativity is crucial.

What do you think are the biggest challenges facing the gaming and tech industries today?

The primary challenges include cybersecurity threats, talent acquisition and retention, and adapting to an evolving regulatory landscape. Balancing innovation with compliance is challenging, as regulations often lag behind technological advancements. A strategic, adaptive approach is essential for navigating these challenges, necessitating proactive engagement with regulators and an awareness of legal frameworks.

How do you see regulations impacting the gaming and tech industries, and what changes would you like to see?

The gaming industry, exemplified by the situation in Germany, faces challenges from overregulation, which can drive players toward unregulated, black-market operators. While regulations are crucial for ensuring fairness and consumer protection, too restrictive an environment can hinder the industry’s growth and inadvertently compromise player safety.

I advocate for regulations that evolve with technological advancements, are harmonized globally, and are developed in collaboration with industry stakeholders. This approach aims to balance consumer protection with innovation, ensuring a thriving, responsible gaming ecosystem.


Click here to register and unlock the door to endless possibilities at the Prague Gaming & TECH Summit. Your next big opportunity awaits!

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