VIQ Solutions Inc. (“VIQ” or the “Company”) (TSX: VQS and OTCQX: VQSLF), a global provider of secure, AI-driven, digital voice and video capture technology and transcription services, announced it has filed a preliminary short form base shelf prospectus (the “Base Shelf Prospectus”) with securities regulators in each of the provinces of Canada, except Québec, and a corresponding registration statement on Form F–10 (the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”).
“Today, we filed a base shelf prospectus and registration statement in order to take the next important step of our growth strategy. As we move closer to our expected uplisting to a major stock exchange in the United States, it is more important than ever to have the financial flexibility to continue to execute on our strategy,” stated Sebastien Paré, Chief Executive Officer of VIQ.
The Base Shelf Prospectus and Registration Statement, when made final and effective, will enable VIQ to offer up to US$225 million of common shares, preferred shares, debt securities, warrants, subscription receipts and units or a combination thereof from time to time, separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of the offering and as set out in an accompanying prospectus supplement, during the 25-month period that the Base Shelf Prospectus and Registration Statement, when made final and effective, remain valid. The specific terms of any future offering will be established in a prospectus supplement to the Base Shelf Prospectus, which supplement will be filed with the applicable Canadian and U.S. securities regulatory authorities. No securities may be sold, nor may offers to buy be accepted, prior to the time a receipt for the final Base Shelf Prospectus has been issued and the Registration Statement has been declared effective.
Unless otherwise specified in the prospectus supplement relating to a particular offering of securities, the net proceeds from any sale of any securities may be used by VIQ for general corporate purposes, including to facilitate the continued execution of the global acquisition strategy, to fund the continued development of its software products and services, to increase the investment in the sales and marketing infrastructure, and to fund additional business objectives as they are identified and require capital to execute.
The Registration Statement has been filed with the SEC but is not yet effective. Securities may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes effective. Copies of the Base Shelf Prospectus and the Registration Statement (once effective) may be obtained on request without charge from Alexie Edwards of VIQ at 5915 Airport Road, Suite 700, Mississauga, Ontario L4V 1T1, telephone (905) 948-8266 and are also available electronically at www.sedar.com or www.sec.gov/edgar.shtml.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About VIQ Solutions Inc.
VIQ Solutions is a global provider of secure, AI-driven, digital voice and video capture technology and transcription services. VIQ offers a seamless, comprehensive solution suite that delivers intelligent automation, enhanced with human review, to drive transformation in the way content is captured, secured, and repurposed into actionable information. The cyber-secure, AI technology and services platform are implemented in the most rigid security environments including criminal justice, legal, insurance, media, government, corporate finance, media, and transcription service provider markets, enabling them to improve the quality and accessibility of evidence, to easily identify predictive insights and to achieve digital transformation faster and at a lower cost.
Certain statements included in this news release constitute forward-looking statements or forward-looking information under applicable securities legislation. Such forward-looking statements or information are provided for the purpose of providing information about management’s current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes.
Forward-looking statements or information typically contain statements with words such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “estimate”, “propose”, “project” or similar words suggesting future outcomes or statements regarding an outlook.
Forward-looking statements or information in this news release include, but are not limited to: the Company filing and receiving a receipt for a final Base Shelf Prospectus and filing and receiving effectiveness of a corresponding Registration Statement; the ability for the Company to conduct offerings of up to an aggregate of US$225 million through the issuance of various securities of the Company over a 25-month period; the continued execution of the Company’s global acquisition strategy; the Company funding the continued development of its software products and services; the Company increasing the investment in the sales and marketing infrastructure; the Company funding additional business objectives as they are identified and require capital to execute; and expectations regarding the uplisting of the Company to a major stock exchange in the United States.
Forward-looking statements or information is based on several factors and assumptions which have been used to develop such statements and information, but which may prove to be incorrect. Although VIQ believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because VIQ can give no assurance that such expectations will prove to be correct. In addition to other factors and assumptions which may be identified in this news release, assumptions have been made regarding, among other things: the Company obtaining a receipt for its final base shelf prospectus; general market and economic conditions conducive to future offerings of securities by the Company; the Company’s ability to execute its business plan as currently contemplated; the Company’s ability to identify and acquire suitable acquisition targets; and the Company’s ability to satisfy all conditions precedent to uplisting to a major stock exchange in the United States. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions that have been used.
Forward-looking statements or information are based on current expectations, estimates and projections that involve risks and uncertainties which could cause actual results to differ materially from those anticipated by VIQ, including but not limited to: the Company will be unable to successfully obtain a receipt for its final Base Shelf Prospectus or effectiveness of its Registration Statement; the volatility of the price of the securities of the Company; the Company cannot guarantee that it will be able to procure sufficient capital to achieve its business objectives; the risk that the Company will be unable to identify or acquire suitable acquisition targets; the risk that the Company will be unable to integrate future acquisitions into its existing operations and the risks and uncertainties described under the heading “Risk Factors” in the Base Shelf Prospectus and VIQ’s Annual Information Form for the year ended December 31, 2020, both available under VIQ’s SEDAR profile at www.sedar.com and in the Registration Statement available at www.sec.gov/edgar.shtml.
These risks and uncertainties may cause actual results to differ materially from the forward-looking statements or information. Readers are cautioned that the foregoing list is not exhaustive of all possible risks and uncertainties. The forward-looking statements contained in this release are made as of the date of this release and, except as required by applicable law, VIQ undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.