Majority of Note Holders Vote for Conversion into Equity of All Outstanding Series 2017-A 12% Notes
TEMPE, Ariz., April 23, 2019 /PRNewswire/ — ORHub, Inc. (OTC: ORHB) (the “Company” or “ORHub”), a SaaS-based healthcare data analytics company focused on the business of surgery to improve the profitability of hospitals, ambulatory surgery centers (ASCs) and health systems, today announces that pursuant to the terms of the Series 2017-A 12% Notes (the “Note”), the Board of Directors initiated a Note Holder vote on April 11, 2019 by way of ballot (see “Exhibit I”) pursuant to Section 8.2 of the Note Agreement that allows for amendments to the Agreement, “by an affirmative vote of more than 50% of the Note Holders with votes tabulated by the principal of the Notes held by such Note Holders, including any accrued and unpaid interest. If any amendments are proposed, Note Holders will receive 10-day notice of the proposed amendment with a ballot” or “Amendments may also be made by consent of a majority of the Holders in which case other Note Holders will receive a notice of such Amendment.”
The Company was contacted by multiple Note Holders who proposed that a ballot should be put forth to vote for conversion of all of the Notes into Equity mirroring existing market conditions.
Today, the Company announces that by a majority of the vote, and as ratified by the Board of Directors on April 19, 2019, the Series 2017-A 12% Note Holders have elected to convert their Notes under the following terms:
(i) Acceleration of Interest Payments – acceleration of interest payments until maturity of the Notes;
(ii) Reduction of Conversion Price – conversion price reduction to $0.10 from $0.40;
(iii) Increased Warrant Coverage – increased warrant coverage to 50.0% from 30.0%; and
(iv) Reduction of Warrant Exercise Price – reduction of warrant exercise price, inclusive of the increased warrant coverage, to $0.13 from $0.50.
The Company and its Board of Directors would like to especially thank the Note Holders who have continued to support the Company and its management team, while collectively managing through a challenging time in the Company’s history. We look forward to continuing to work with all of you in executing our business plan and sharing in the Company’s growth.
Exhibit I: “Example of Note Holder Ballot”
The undersigned as a holder of certificate number 2017-A52 in amount of $25,000.00 of the Series 2017 – A 12% Note Agreement (the “Notes”) of ORHub, Inc., a Nevada corporation (“we,” “us,” “ORHub” or the “Company”), is entitled to vote, as a noteholder regarding the proposal to convert the Notes as set forth below.
PROPOSAL 1: At the direction of and with approval of the Company’s Board of Directors, the Company hereby proposes to offer Note Holders, upon 50.1% of the Note Holders approval, conversion of all the outstanding Series 2017 – A 12% Notes into ORHub common shares under the following terms: (i) Acceleration of Interest payments – acceleration of interest payments until maturity of the Notes; (ii) Reduction of Conversion Price – conversion price reduction to $0.10 from $0.40; (iii) Increased Warrant Coverage – increased warrant coverage to 50.0% from 30.0%; and (iv) Reduction of Warrant Exercise Price – reduction of warrant exercise price, inclusive of the increased warrant coverage, to $0.13 from $0.50.
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About ORHub, Inc.
ORHub, born from the Microsoft for Start-Ups program, is HIPAA-compliant advanced surgical software provider focused on Revolutionizing the Business of Surgery™ through the foundation of electronic data capture at the point-of- surgical care to improve workflow, simplify work processes and access real-time data intelligence. The Company’s suite of products serves the needs of the health care industry including providers, patients, the government and the medical device vendors. ORHub provides a cloud-based software solution that captures information before, during and after surgery, filling a void in the current surgical information infrastructure and providing the first process to capture and measure the surgical process — evolving Big Data into Intelligent Digital Data.
Hospitals and surgeons can make real-time, data-driven decisions to improve business profitability and the quality of patient care. This innovative technology results in hospitals understanding costs and identifying areas of cost reductions, as well as results in increased accountability, automatic creation of comprehensive anatomic implant registries, real-time analytics, improved efficiencies, and compliance with existing government regulations. ORHub has offices in Tempe, Arizona; Southern California; Bellevue, Washington; and Jacksonville, Florida.
To view a previously released Microsoft Case Study on HOI and ORHub visit:
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurances that its expectations will be attained. Such statements are inherently uncertain, and actual results and activities may differ materially from those estimated or projected. Certain factors that can affect the Company’s ability to achieve its anticipated results include, among others, uncertainties inherent in the development of a new software product business.