VANCOUVER, BC, Dec. 16, 2024 /CNW/ - Light AI Inc. (formerly, Mojave Brands Inc.) (the "Company") (CBOE: ALGO) (OTCQB: HHPHF) (FSE: OHCN) is pleased to announce that, further to its news releases dated June 20, 2024 and September 13, 2024, it has completed its previously announced acquisition of 100% of the issued and outstanding common shares of the former Light AI Inc. ("LAI") and changed its name to "Light AI Inc." (the "Transaction").
The Transaction was effected pursuant to a three-cornered amalgamation whereby the Company's wholly-owned subsidiary ("Subco") amalgamated with LAI and LAI SPV Corp. ("Finco") under the Business Corporations Act (British Columbia) (the "Amalgamation").
Summary of the Transaction
In accordance with the terms and conditions of the Business Combination Agreement dated June 19, 2024, as amended (the "Business Combination Agreement"), entered into among the Company, LAI and Finco, and immediately before the completion of the Amalgamation, all of the convertible debentures of LAI converted into 591,386 common shares of LAI (each, an "LAI Share").
The amalgamated entity formed pursuant to the Amalgamation is now a wholly-owned subsidiary of the Company ("Amalco") and the outstanding securities of LAI and Finco were exchanged for securities of the Company immediately before the completion of the Transaction, as follows:
(i) holders of outstanding LAI Shares received 3.89 common shares in the capital of the Company (each, a "Common Share") for each one LAI Share held (the "LAI Exchange Ratio") and the LAI Shares were cancelled;
(ii) each issued and outstanding common share purchase warrant of LAI was exchanged, on an equivalent basis after giving effect to the LAI Exchange Ratio, for common share purchase warrants of the Company (each, a "Warrant");
(iii) each issued and outstanding stock option of Light AI was exchanged, on an equivalent basis after giving effect to the LAI Exchange Ratio, for the stock options of the Company (each, an "Option");
(iv) holders of outstanding common shares of Finco (each, a "Finco Share") received one Common Share for each one Finco Share held (the "Finco Exchange Ratio") and the Finco Shares were cancelled;
(v) each issued and outstanding common share purchase warrant of Finco was exchanged, on an equivalent basis after giving effect to the Finco Exchange Ratio, for Warrants;
(vi) each issued and outstanding stock option of Finco was exchanged, on an equivalent basis after giving effect to the Finco Exchange Ratio, for Options;
(vii) as consideration for the issuance of Common Shares in exchange for the LAI Shares or Finco Shares, Amalco issued to the Company one common share of Amalco for each Common Share so issued; and
(viii) Light AI, Finco and Subco amalgamated and continue as Amalco.
As a result of the Transaction, the Company had an aggregate of 82,595,471 Common Shares, 7,792,635 Warrants and 7,113,945 Options issued and outstanding.
Pursuant to the terms of the Business Combination Agreement:
An aggregate of 30,962,054 Common Shares of former LAI shareholders are subject to contractual resale restrictions pursuant to the terms of the Business Combination Agreement;
An aggregate of 32,434,800 Common Shares of former Finco shareholders are subject to contractual resale restrictions; and
9,513,592 Common Shares, 714,500 Warrants and 2,168,675 Options are subject to escrow agreements.
Management of the Company
Upon closing of the Amalgamation, each of the directors and officers of the Company resigned from their respective positions, and management of the Company has transitioned to a new management team, led by Peter Whitehead as Chief Executive Officer. In addition, Darren Tindale and Thomas Scarnecchia were appointed Chief Financial Officer and Chief Operating Officer of the Company, respectively. Emmanuel Blin, Hugh Cleland, Mark Attanasio, and Steven Semmelmayer were appointed as directors of the Company.
Change of Year End
In connection with the closing of the Transaction, the Company's newly appointed board of directors resolved to change the year end of the Company to coincide with that of LAI.
The Company applied to delist its Common Shares from the Canadian Securities Exchange ("CSE") and the delisting of the Common Shares is subject to CSE approval. On December 13, 2024, the Company received conditional approval for the listing of the Common Shares on Cboe Canada Inc. ("Cboe") under the ticker symbol "ALGO". The listing of the Common Shares on Cboe is subject to the Company closing the previously announced public offering of units and Cboe issuing its final exchange bulletin confirming approval for listing of the Common Shares on Cboe.
The securities of the Company referred to in this news release 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. Accordingly, the securities of the Company may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of any offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Additional Information
Complete details of the terms of the Transaction are set out in the long form preliminary prospectus dated October 29, 2024 available on the Company's profile at www.sedarplus.ca.
About the Company
Light AI Inc. is a healthcare company focused on developing artificial intelligence health diagnostic applications. Light AI is developing a technology platform which represents the next generation diagnostics: it applies AI algorithms to smartphone images—starting with images of StrepA—to identify the disease in seconds. Its patented, app-based solution requires no swabs, lab tests or proprietary hardware of any kind—its hardware platform is the 4.5B smartphones that exist in the world today.
In pre-FDA validation studies, Light AI's algorithm has attained accuracy of almost 97% in identifying StrepA, a disease which infects over 600M per year globally, and kills as many children per year as malaria. Notably, 97% Accuracy is on par with the "Gold Standard" swab culture that is currently used for the diagnosis of StrepA, and in the same validation studies, Light AI's artificial intelligence has also achieved a Negative Predictive Value (NPV) of 100%, meaning it can specify with a high degree of certainty that someone does NOT have StrepA.
Light AI's approach to applying AI to smartphone images can be expanded to other throat conditions, as well as other areas of analysis, such as the human eye and skin. Light AI's vision is to combine the smartphone with AI in-the-Cloud to create a Digital Clinical Lab that provides quick and accessible diagnosis for countless conditions that today require expensive and time-consuming imaging or lab processes.
Light AI's interactive process of AI algorithm development began in 2016. Light AI has built a library of ~280,000 images of the back of the throat—what may be the largest database of pharyngitis images in the world today—in order to achieve its NPV of 100% and accuracy of almost 97%.
ON BEHALF OF THE COMPANY
"Peter Whitehead"
Peter Whitehead Chief Executive Officer
CAUTION REGARDING FORWARD-LOOKING INFORMATION
Certain information in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact included in this news release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include the failure to satisfy the conditions of the relevant securities exchange(s) and other risks detailed from time to time in the filings made by the Company with securities regulations. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company disclaims any intention or obligation to update or revise such information, except as required by applicable law.
