NuGen Announces Closing of Private Placement of $10 million Secured Convertible Debentures

Toronto, Ontario–(Newsfile Corp. – September 20, 2024) – NuGen Medical Devices Inc. (TSXV: NGMD) (the “Company” or “NuGen“) a leading developer of needle-free devices to administer therapeutics subcutaneously, is pleased to announce that, further to its press release dated August 15, 2024, Sol-Millennium Medical HK Limited (“Sol-M“) and Nature Health Development (Hong Kong) Co. Limited (“Nature Health“) have completed their strategic investment in NuGen through the acquisition of an aggregate C$10,000,000 principal amount secured convertible debentures (the “Convertible Debentures“) in the Company’s non-brokered private placement of Convertible Debentures (the “Offering“).

The Company intends to use the proceeds from the Offering for working capital purposes, expansion of production and fulfillment of increasing sale purchase orders globally.

The Convertible Debentures mature on the date that is five (5) years from the closing of the Offering (the “Maturity Date“) and bear interest at a rate of 12% per annum payable on the Maturity Date in arrears. The Convertible Debentures are secured by a first ranking security interest in all of the present and after-acquired property and assets of the Company pursuant to a general security agreement entered into among the Company, Sol-M and Nature Health which includes standard default conditions customary for a transaction of this nature.

At any time prior to the close of business on the last business day immediately preceding the Maturity Date, the holders have the right, at the holder’s option, to convert all or a portion of the outstanding principal amount of the Convertible Debentures into units of the Company (the “Units“) at a price of $0.10 per Unit. Each Unit shall be comprised of one common share in the capital of the Company (each, a “Common Share“) and one Common Share purchase warrant (each, a “Warrant“) exercisable at a price of $0.10 per Common Share for a period of five years from the closing of the Offering.

Closing of the Offering is subject to receipt of the final approval of TSX Venture Exchange (the “TSXV“). All securities issued in connection with the Offering will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation.

Sol-M and Nature Health have purchased such number of Convertible Debentures in the Offering that, if and when converted into Units, and assuming the exercise of the underlying Warrants, would result in Sol-M and/or Nature Health each holding greater than 20% of the then issued and outstanding Common Shares thereby potentially making Sol-M and/or Nature Health new Control Persons (as defined in the policies of the TSXV) of the Company under applicable securities laws. Pursuant to the policies of the TSXV, the creation of a new Control Person of the Company requires shareholder approval. Consequently, the Company intends to obtain shareholder approval at a special shareholder meeting to be held on November 14, 2024 (the “Special Meeting“).

Appointment of Directors and Executive Chairman

In connection with the closing of the Offering, the Company is pleased to announce the appointments of: (i) Liang Lin and Kwun Loy Liu, nominees of Sol-M and Nature Health, respectively, as directors; and (ii) Liang Lin as Executive Chairman (the “Appointments“). The Appointments remain subject to clearance of the personal information forms from the TSXV for each of Liang Lin and Kwun Loy Liu.

Liang Lin is the founder and CEO of Sol-Millennium Medical Group, dedicated to transforming the medical device sector. He launched the Sol-Millennium Medical project in Shanghai, driven by a commitment to a healthier future. His focus on innovation and patient safety has led to the development of advanced medical devices. Under his leadership, the company expanded into North America and Brazil through acquisitions of Inviro Medical Inc. and Medica Brazil, and established an EMEA office in Poland to address healthcare needs in Europe and the Middle East. Liang’s expertise and dedication have positioned Sol-Millennium as a leader in the industry.

Kwun Loy Liu has over 18 years of work experience in healthcare, investment and strategic consulting across Asia, Europe and North America. He is currently the Investment Vice President at Winner Medical and leading the strategic investment effort of the group. Prior to joining Winner Medical, Mr. Liu worked at McKinsey, Morgan Stanley, Bain Capital and Shenzhen Neptunus Group. Mr. Liu is a member of the Board of Directors of Sol Millennium and holds degrees in business administration and software engineering from The University of Hong Kong.

Richard Buzbuzian, President and Director of NuGen, commented: “It’s a privilege to welcome Liang Lin as our new Executive Chairman and Kwun Loy to the Company’s Board of Directors as InsuJet’s global expansion takes hold. With today’s announcement, the roll of InsuJet™ is supported with appropriate growth capital for global distribution along with the necessary infrastructure and expertise to scale world-wide.” Buzbuzian added, “On behalf of the Board of directors, I would also like to thank friend and business associates Tony Di Benedetto and Chris Irwin for their tireless contributions over the past 18 months in what has been a most rewarding journey helping people become needle free in their method of delivery of their daily care.”

“As med-tech experts, our diligence showed InsuJet™ as the best needle free technology in the world and we look to make disruptive changes with it to this large global market,” commented Liang Lin Executive Chairman, NuGen. “Today’s announcement accelerates our mission for the world to become needle free. We want to replace the needle with InsuJet™!”

The Company will be seeking shareholder approval at the Special Meeting on November 14, 2024, to appoint an additional 3rd nominee of Sol-M and Nature Health as a director of the Company.

The Company would also like to announce the resignation of Ian Heynen as Chief Executive Officer of the Company. The Board wishes to thank Mr. Heynen for his services and wishes him all the best in his future endeavours. Karen Dunlap, the current Chief Customer Officer of the Company, will assume the role of interim Chief Executive Officer.

The Company wishes to express its sincere gratitude to Messrs. Tony Di Benedetto who is stepping down as a director and Executive Chairman and Chris Irwin who is stepping down as a director effective immediately. Their efforts and contributions have been instrumental in helping the Company advance its objectives and achieve significant progress. Mr. Tony Di Benedetto will remain with the Company in an advisory capacity.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About NuGen

NuGen is a leading developer of needle-free devices to administer therapeutics subcutaneously. The Company is marketing and selling its next-generation InsuJet™ needle-free injection system designed to improve the lives of millions of diabetics. InsuJet™ is approved for sale in 42 countries around the world.

About Sol-M

Sol-M is one of the world’s largest manufacturers of needles and syringes. It is vertically integrated with locations across the globe. Sol-M’s innovative technology helps positive patient outcomes, saves on medication, and enhances both clinician and patient experience. With an international sales team dedicated to delivering knowledge and outstanding customer service, Sol-M’s goal is to partner with those in healthcare, focusing on a healthier tomorrow.

About Nature Health

Nature Health and its affiliates are involved in the development, manufacturing, and sales of medical consumables, including wound care, surgical products, and infection prevention solutions. Products are sold and distributed globally through the company’s hospitals, pharmacies, and e-commerce platforms.

For further information, please visit:

Websites: www.insujet.com, www.nugenmd.com, www.solm.com, and www.solm.com/insujet/

Instagram: @NuGenMD

Twitter: @NuGenMD

LinkedIn: https://www.linkedin.com/company/nugenmd/
and www.linkedin.com/company/sol-millennium-medical-group/

Notice Regarding Forward-Looking Information:

Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accept responsibility for the adequacy or accuracy of this release.

This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. These forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. The forward-looking information contained herein is given as of the date hereof and the Company assumes no responsibility to update or revise such information to reflect new events or circumstances, except as required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/224106