ECGI ECGI Holdings Inc (PK)

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported):

March 18, 2015

  

EVENT CARDIO GROUP INC.

(Exact name of registrant as specified in its charter)

 

Nevada	0-52518	20-8051714
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

 

   

2798 Thamesgate Dr. Mississauga, Ontario, Canada

L4T 4E8

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

• Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

• Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17   CFR 240.14a-12)

 

• Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

• Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 7.01 Regulation FD Disclosure.

 

On March 18, 2015, we issued a press release announcing that we had entered into an Investment Agreement with R. J. Capital Management, Ltd., a Hong Kong corporation. The Agreement, which is non-binding, provides for an investment into Event Cardio by R. J. Capital of $4 million for which it is to receive 20% of the outstanding shares of Event Cardio on a fully diluted basis. The Agreement further provides for the formation of a Joint Venture which is to be granted the exclusive right to manufacture and distribute Event Cardio’s Breastcare DTS TM in China. R. J Capital is to contribute $4 million to the Joint Venture to which Event Cardio is to contribute $1 million for which it will receive a 20% interest. A copy of the press release is filed as Exhibit 99.1.

 

 The information in Exhibit 99.1 shall not be deemed as “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of such Section, nor shall it be deemed incorporated by reference in any filing by us under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Description
10.1   99.1		Proposed Investment Term Sheet Press Release dated March 18, 2015

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Dated: March 18, 2015	EVENT CARDIO GROUP INC.
	By:	/s/ John Bentivoglio
		John Bentivoglio
		Chief Executive Officer

 

 

3-17-15

PROPOPSED INVESTMENT TERM SHEET

 

between

 

EVENT CARDIO GROUP, INC.

 

and

 

(R.J. Capital Management, Ltd.)

 

This term sheet (“Term Sheet”) between Event Cardio Group Inc. (“ECGI”), a Nevada Corporation with its principle place of business at 2798 Thamesgate Dr., Mississauga, Ontario, Canada L4T 4E8, and (R. J. Capital Management, Ltd.), a Hong Kong corporation with an address at ____________, Hong Kong, sets forth the understanding of the parties regarding R. J. Capital Management, Ltd.’s proposed purchase of securities issued by ECGI. Immediately following the execution of this Term Sheet, the parties shall undertake to formalize this Term Sheet in a Securities Purchase Agreement.

 

This term sheet is non-binding and subject to the parties entering into formal agreements setting forth their respective rights and obligations. Such agreements shall contain customary representations, warranties and indemnifications.

 

Confidentiality

 

The existence of this Term Sheet, all of its individual terms and conditions and the purchase or issuance contemplated hereby are of a confidential nature and shall not be disclosed by ECGI to anyone, except its management, board members, advisors, legal counsel and auditors, without the written consent of R. J. Capital Management, Ltd .

 

 

Preliminary Terms
Issuer:	Event Cardio Group Inc. (OTC: ECGI)
Investor:	R. J. Capital Management, Ltd. or its affiliate
Securities Offered:	Common Stock
Transaction Amount:	US$4 million
Valuation:	Post-money US$20 million on a fully diluted basis. There are currently 92 million shares outstanding and 5,000,000 shares issuable upon exercise of outstanding options, warrants and convertible debt. Investor will own 24,250,000 shares representing approximately 20% of ECGI’s outstanding common stock. If shares or options or other rights exercisable for or convertible into shares of ECGI are issued prior to closing, the number of shares to be issued to Investor will be adjusted so as to equal 20% of ECGI’s outstanding common stock post-deal.
Structure:	Investor invests $4 million into the public company at closing.

Joint Venture:	ECGI and the Investor will form a Joint Venture which will have exclusive distribution and manufacture rights to the BreastCare DTSTM in China. The initial capitalization of the JV will be $5 million of which $4 million will be contributed by the Investor and $1 million will be contributed by ECGI. Initially, the ownership of the JV will be Investor – 80%; ECGI – 20%. Investor will have the right to invest an additional $5 million prior to dilution of ECGI’s 20%..
Use of Proceeds:	ECGI will use the proceeds to commercialize the BreastCare DTSTM device in North America and the People’s Republic of China
Governing Law:	New York Law
Others:	The parties acjnowledge that the execution of the Securities Purchase Agreement is subject to R. J. Capital Management, Ltd’s due diligence to its satisfaction.
Timing;	This offer will remain open only until 5 PM, March 15, 2015 (Hong Kong Time), and may not be accepted after that date. If accepted, the transaction contemplated hereby must closing no later than April 1, 2015, subject to the right of R. J. Capital Management, Ltd to extend the closing for up to 15 days by the payment of $1,000,000 of the $4,000,000 subscription amount. Upon payment of such $1,000,000, ECGI shall issue to the investor shares representing 5% of the then outstanding shares of ECGI on a fully diluted basis.

 

This term sheet does not constitute or evidence a binding offer or agreement, nor shall it or any discussions or course of conduct impose any obligation or liability on any of the Parties until copies have been executed and delivered by both parties. A binding agreement with respect to the proposed transaction will arise only after the Investor has completed its due diligence (with results satisfactory to them) and mutually satisfactory definitive agreements have been negotiated and executed (it being understood that the Parties shall not have any obligation or commitment to enter into such definitive agreements).

 

IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the date first stated above.

 

 

Event Cardio Group Inc.       By: ___/s/ John Bentivoglio_______________ Name: John Bentivoglio Title: President   Agreed and accepted as of the 17th March, 2015

R. J. Capital Management, Ltd       By: ___/s/ Songge Teng_______________ Name: Songge Teng Title: Director   Agreed and accepted as of 17th March 2015

 

Event Cardio Group signs $8,000,000 Investment Term Sheet with a Hong Kong Corporation

 

The Agreement between R.J. Capital Management, Ltd. and ECGI provides for a Joint Venture between the companies which will have exclusive distribution and manufacturing rights for BreastCare DTS™ in China.

 

NEW YORK, NY (Marketwired – March 18, 2015) - Event Cardio Group, Inc. (OTCQB: ECGI), a medical device company that specializes in the detection and preventive treatment of high-risk diseases, is pleased to announce it entered into an Investment Term Sheet with R.J. Capital Management, Ltd. The Term Sheet calls for an investment of $4,000,000 for 20% of Event Cardio Group and an additional $4,000,000 contribution by R. J. Capital towards a joint venture which will have exclusive distribution and manufacturing rights for Event Cardio Group’s FDA approved Breast Care DTS™ in China.

 

Event Cardio Group will contribute $1,000,000 to the Joint Venture and will receive 20% of the Joint Venture.

 

John Bentivoglio, President and Chief Executive Officer of Event Cardio Group stated: “This agreement is the culmination of months of negotiations and I could not be more pleased. The addition of R. J. Capital as a shareholder of our company and a strategic partner for our expansion into Asia puts Event Cardio Group on the way to achieving world-wide distribution of its BreastCare DTS™ device.”

 

BREAST CANCER DETECTION MARKET: The global Point of Care market in 2011 was approximately $18.7 billion, up from $10.3 billion in 2005. In the U.S. alone, the combined breast cancer detection/diagnostic market was valued at more than $2.2 billion in 2008, and is expected to continue in a stable growth pattern over the next several years. Analysts have suggested a conservative growth rate of approximately 5.4% per year.

 

CARDIAC MONITORING MARKET: The combined U.S. cardiac equipment and services market in 2012 was estimated at $3.86 billion and is expected to grow to $4.19 billion in 2016. Globally, the cardiac monitoring market is anticipated at three to five times the US market. We believe that the market for ambulatory cardiac holter monitoring and event recording services will grow over the foreseeable future as a result of an aging and growing population, the increase in a prevalence of health conditions such as obesity that increase the likelihood of heart related diseases and the increasing awareness of cardiac diseases.

 

Note: The BreastCare DTS™ device is not intended to replace mammography, ultrasound and other detection methods. It is to be used as an adjunct to these screening methods. The use of more than one screening method (as is true with most medical testing) provides the best opportunity to catch breast cancer early. The advantages of BreastCare DTS™ are that it is low-cost, portable and highly effective, and does not expose the patient to radiation, making it a very attractive and accessible adjunct for screening for breast cancer for use with and in between mammograms in the US and other developed countries.

 

About Event Cardio Group, Inc.

 

Event Cardio Group, Inc., is a developer of medical diagnostic detection equipment focused on the detection, and preventive treatment, of high-risk diseases. The Company's core products are its Now Cardio™, an advanced cardiac monitor which offers dual-functionality including both holter monitoring and event recording simultaneously, and FDA approved BreastCare DTS™ breast cancer detection device. For more information on the company please visit www.eventcardiogroup.com.

 

Contact:

John Bentivoglio 
President & CEO
212-321-0091
289-407-4377

johnb@eventcardiogroup.com

 

Statements in this release may be regarded, in certain instances, as "forward-looking statements" pursuant to certain sections of the Securities Act 1933 and the Securities Exchange Act 1934, respectively. "Forward-looking statements" are based on expectations, estimates and projections at the time the statements are made, and involve risks and uncertainties, which could cause actual results or events to differ materially from those currently anticipated, including, but not limited to delays, difficulties, changed strategies, or unanticipated factors or circumstances affecting Event Cardio Group Inc, and its business. There can be no assurance that such forward-looking statements will ever prove to be accurate and readers should not place undue reliance on any such forward-looking statements contained herein. Event Cardio Group Inc, will not republish revised forward-looking statements to reflect events or circumstances after the date hereof to reflect the occurrence of unanticipated events.