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January 11, 2022: Vancouver, BC – Tracesafe, Inc. (“TraceSafe”) (CSE: TSF), a global leader in location-aware Internet of Things (IoT) for large-scale industrial and enterprise operations announced today that it has closed a convertible note financing with institutional investor Arena Investors LP, for gross proceeds of USD $3.0 million (the "Financing"). The Financing was conducted in the United States as a private placement exempt from registration under section 4(a)(2) of the U.S. Securities Act of 1933, as amended, and in Canada as a non-brokered private placement. The financing will help drive TraceSafe's growth agenda, including a significant focus towards solutions in sustainable operations. The transaction, structured by New York-based investment bank EF Hutton, will help pave the way for executing on larger value creating products and milestones for customers and shareholders in the upcoming months.
The convertible note will be issued at a total face value of USD $3.2 million, bears interest at a rate of 12% per annum, payable quarterly, and may be converted into shares of common stock of TraceSafe in whole or part at any time upon delivery of a conversion notice by Arena Investors to TraceSafe. The note is convertible, at the option of Arena Investors, at the lower of the following specified discount methodologies:
● 20% discount to a public offering of newly listed U.S. securities for shares registered in said public offering accounting for half of face value of the note and
● 20% discount to a public offering or 5% discount to 5-day VWAP price (subject to the Nasdaq floor requirements and 50% maximum discount to public offering) of newly listed U.S. securities via public offering immediately prior to registration of Arena Investors’ shares being deemed effective.
“It has been a remarkable year in performance for TraceSafe. This financing will propel us into the next phase of our growth that starts with expanding our reach into the U.S. capital markets and client pool.” said Wayne Lloyd, TraceSafe CEO. “Every organization is facing unique challenges in driving sustainability and efficiency in their operations. With our proven ability to evolve quickly and solve problems effectively, we are well-placed to become a one-stop solution for the organizations that are ready to transform for a sustainable future.”
TraceSafe has agreed to register 50% of the shares issuable upon conversion of the note as part of any public offering made in the United States and to register the remaining shares underlying the note as part of a separate resale registration within 45 days of such public offering. In the event there is no public offering in the United States in 18 months following closing of the Financing, TraceSafe shall register all the shares issuable upon conversion of the Notes within 45 days.
TraceSafe is a full suite of real-time location management services and contact tracing solutions enabled through advanced low power bluetooth beacons and enterprise cloud management. TraceSafe’s leading cloud management solution ensures both user privacy and comprehensive administrative control. TraceSafe’s patented contact tracing bracelet has already been deployed in mission critical quarantine applications around the world in partnership with leading governments. In addition to their government work, TraceSafe is developing leading edge solutions for Enterprise, Healthcare, Education, Government and large-scale venue management.