Hydreight provides a unique, custom built, proprietary telemedicine service that allows users to book confidential health & wellness and/or medical services at their home, hotel, office or wherever they may need discreet assistance.
VANCOUVER, British Columbia, Feb. 04, 2021 — Victory Square Technologies Inc. (“Victory Square” or the “Company”) (CSE:VST) (OTC:VSQTF) (FWB:6F6), a company that provides investors access to a diverse portfolio of next generation companies in key sectors including: digital health, gaming, blockchain, AR/VR, cybersecurity, and cloud computing, is pleased to announce that it has executed a binding share purchase agreement (the “SPA”) dated January 29, 2021 with the shareholders of IV Hydreight Inc. (“Hydreight”), a mobile health and wellness service provider operating in the United States, pursuant to a share purchase agreement to acquire all of the shares of Hydreight (the “Acquisition”). Closing of the Acquisition is expected to occur on or about February 5, 2021.
Founded in 2018, Hydreight provides a unique, custom built, proprietary telemedicine service that allows users to book confidential health & wellness and/or medical services at their home, hotel, office or wherever they may need discreet assistance. The business model of Hydreight leverages decentralized healthcare to bring quality telehealth, medical, health and wellness services to the masses in an efficient, scalable and cost effective way.
Hydreight Highlights
- Hydreight provides a completely compliant turnkey business model for health professionals to offer fully licensed medical, health & wellness services through an on-demand and on-site platform.
- Hydreight’s proprietary technology, mobile compliant medical inventory and integrated HIPPA compliant management tools make it the gold standard for USA state-certified mobile medicine protocols.
- In addition to providing telehealth services, Hydreight also provides a diverse suite of health & wellness protocols that include IV drip, Botox, COVID-19 testing, and other medical and medispa treatments.
- Hydreight is a USA certified e-script and telemedicine provider, allowing Hydreight to offer a wide array of health and medical services in all 50 states.
- Hydreight provides full pharmaceutical offerings across the United States (Hydreight has full 503B Pharmaceutical supply capabilities).
- Hydreight has established key relationships and supply network chains with major vendors including: Medline, Mckesson, Allergan (Botox), Galderma and numerous pharmacies.
- Customers can book an appointment anytime, anywhere, and with the same ease and convenience as booking ride sharing or ordering on demand food delivery services.
- To learn more about Hydreight offerings and technology, you can visit https://www.youtube.com/watch?v=m1jLk4VVRi8
Victory Square plans to adopt this Acquisition in its planned global VSH growth strategy for the emerging lucrative tele-health platform. Hydreight’s proprietary technology and existing licenses in the USA enables the Company to access and expand upon the Hydreight model with an additional focus on mental health and wellness, discrete care, and other services. The Company plans to expand the current Hydreight offerings combined with the VST Health options in existing jurisdictions across the USA and in the global marketplace including Canada, Brazil, and Europe.
“This acquisition enables our combined teams to unite and prepare for critical expansion and new offerings in the current marketplace and in great new jurisdictions globally,” said Victory Square CEO, Shafin Diamond Tejani.
Terms of the Acquisition
Pursuant to the SPA, the aggregate purchase price for Hydreight will be USD $1,600,000. The terms of the Acquisition will be as follows:
- In consideration for 100% of the shares of Hydreight, the Company has agreed to issue to the shareholder(s) of Hydreight, that number of common shares of the Company (“VST Shares”) as is equal to USD$1,600,000 converted into Canadian dollars at the Bank of Canada for the date of the SPA exchange rate divided by the VWAP1 of the VST Shares on the Canadian Securities Exchange (the “CSE”) for the month of January, with a floor price per VST Share of $0.60.
- At the closing of the Acquisition (the “Closing”), the VST Shares will be subject to a contractual escrow released in accordance with the following schedule:
- 12.5% of the VST Shares issued to the shareholders of Hydreight will vest on each 120th day anniversary after the Closing with the first tranche vesting on the 120th day anniversary of the Closing and the last tranche vesting on the 960th day anniversary of the Closing.
- In addition to the purchase price, the Company has agreed to pay the vendor up to $1,000,000 USD in earn-out payments over a period of two years, to be paid in VST Shares and subject to the realization of such business objectives (referred to as “Milestones”) as determined by the Company and set out in the SPA.
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1 For the purposes of the Transaction, “VWAP” means, for any security as of any date, the daily dollar volume-weighted average price for such security on the CSE reported by the Canadian Securities Exchange.
In connection with the Acquisition, the Company has agreed to pay to certain finders that number of VST Shares as is equal to 5% of the total number of VST Shares issuable under the terms of the SPA.
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On behalf of the board,
Shafin Diamond Tejani
Chief Executive Officer
Victory Square Technologies