CUPERTINO, Calif., June 11, 2019 — (TSXV:BWLK) – Boardwalktech Software Corp. (“Boardwalktech”), a leading digital ledger platform and enterprise software solutions company is pleased to announce that it has completed the restructuring of its debt agreement with existing lender and investor, SQN Venture Income Fund, LP. (“SQN”), as previously announced on April 4, 2019. This deal involves an extension of its existing debt structure at a better interest rate and an agreement by SQN to convert certain debt to equity (subject to TSX Venture Exchange (“TSXV”) and shareholder approval).
Highlights of the transaction:
- An extension of the loan, with a new three-year maturity;
- A reduction of the interest rate from 14.5% to 12.5%;
- An initial six-month interest-only period, that can be extended for another six-months should Boardwalktech achieve certain performance milestones;
- A new USD$1,000,000 working capital loan by SQN, on terms similar to the new extension;
- Conversion by SQN of USD$1,249,404 in debt to common shares of Boardwalktech equity by SQN (subject to TSXV and shareholder approval)
The amended loan agreement will mature in June, 2022, one year later than the original loan executed on June 15, 2018. In consideration of the new advance, subject to the approval of the TSXV: (i) Boardwalktech will grant to SQN warrants to acquire 1,200,000 common shares of Boardwalktech at an exercise price of CAD$0.60 per share for a period not to exceed the term of the loan; and (ii) SQN will convert USD$1,249,404 of the existing debt into common shares of Boardwalktech at a conversion price of USD$0.36 per share, subject to receipt of shareholder approval to the extent that conversion of the debt would result in SQN becoming a “control person” under the policies of the TSXV. Failure by the company to obtain any required approvals of the TSXV’s or the company’s shareholders will constitute an event of default under the amended loan agreement.
“Restructuring this loan with SQN is a big boost to Boardwalktech to help fuel our continued expansion and provide resources to accelerate continuing sales momentum. Further, the improved terms in the new loan and SQN’s desire to convert part of their debt into equity, reflects the type of ongoing support we are receiving from SQN and our other new and existing investors. As the first company to develop a now patented digital ledger database designed to deliver collaborative multi-party enterprise applications for large Fortune 500 companies, we are experiencing increased adoption of Boardwalktech in the marketplace, expanding our customer base, while continuing to increase our bookings,” said Andrew T. Duncan, President and CEO of Boardwalktech Software Corp. “Today we have made considerable progress, strengthening our balance sheet, improving our debt agreement while seeing adoption of our platform in the market by large enterprises in wide ranging industries, who are running mission critical processes on the Boardwalk Digital Ledger Platform.”
“SQN Venture Partners is pleased to continue its long-term support for Boardwalktech. Since their going public on the TSXV, the company has continued to demonstrate its market leadership in the digital transformation by using blockchain technology. Their list of customers continues to grow and impress us with their caliber,” said Ryan McCalley, Managing Partner and Founder of SQN Venture Partners. “Our conversion of debt for shares will also improve the balance sheet of Boardwalktech while generating attractive risk-reward outcomes for our investors and represents the win-win solutions we strive to achieve within our portfolio of unique emerging technology enabled companies.”
About Boardwalktech Software Corp.
Founded in 2004, Boardwalktech has developed a patented, robust, digital ledger technology that allows for multi-party collaboration and verification on a trusted, shared, secure, and private information cloud. Our Boardwalk Enterprise Blockchain data management platform allows rapid blockchain application development on many platforms using any user interface, supporting “smart contract” business logic, integration with legacy systems and an easy method of connecting all participants (through Boardwalk virtual machines) enabling the exchange of secure and validated digital business information.
Boardwalktech is headquartered in Cupertino, California with offices in India and operations in North America. For more information on Boardwalktech, visit our website at www.boardwalktech.com.
About SQN Venture Partners
SQN Venture Partners works closely with passionate entrepreneurs to creatively structure alternative forms of financing for achieving growth as a supplement to venture capital. Venture debt is the next logical layer of risk capital for the most promising companies that have been validated by recent rounds of venture capital investments. Our capital is generally used to purchase business-essential equipment, invest in key hires, finance working capital needs, or simply extend runway. For more information on SQN Venture Partners, please visit https://www.sqnvp.com/.
Forward-Looking Information and Statements
This press release contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking information and statements are not representative of historical facts or information or current condition, but instead represent only the company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the company’s control. Generally, such forward-looking information or statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”.
By identifying such information and statements in this manner, the company is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the company to be materially different from those expressed or implied by such information and statements.
An investment in securities of the company is speculative and subject to several risks including, without limitation, the risks discussed under the heading “Risk Factors” in the company’s filing statement dated May 30, 2018. Although the company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information and forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended.
In connection with the forward-looking information and forward-looking statements contained in this press release, the company has made certain assumptions. Although the company believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward-looking information and statements attributable to the company or persons acting on its behalf is expressly qualified in its entirety by this notice.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Contacts: Charlie Glavin Boardwalktech, Inc. 650-618-6163 [email protected]