Visionary Holdings Inc 6-K, filed May 20, 2022
Visionary Holdings Inc. (GVHGF)
About this 6-K
Visionary Holdings Inc filed this 6-K on May 20, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of May 2022
Commission File Number 001-41385
Visionary Education Technology Holdings Group Inc.
(Translation of registrant’s name into English)
200 Town Centre Blvd.
Suite 408A
Markham, Ontario, Canada L3R 8G5
905-739-0593
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
On May 19, 2022, Visionary Education Technology Holdings Inc., an Ontario, Canada, corporation (the “Company”), closed its initial public offering (the “Offering”) of common shares, no par value (the “Common Shares”). The Common Shares were offered by the Company pursuant to a registration statement on Form F-1, as amended (File No. 333-263290), filed with the Securities and Exchange Commission (the “Commission”), which was declared effective by the Commission on May 16, 2022. A final prospectus relating to this Offering was filed with the Commission on May 18, 2022. Under the terms of an underwriting agreement (the “Underwriting Agreement”) with Joseph Stone Capital LLC, as the representative of the underwriters named therein (the “Underwriters”), the Company sold a total of 4,250,000 Common Shares at an offering price of $4.00 per share for gross proceeds of $17,000,000. The 4,250,000 Common Shares were sold pursuant to the Underwriters’ firm commitment. Pursuant to the terms and conditions outlined in Section 1.2.2 of the Underwriting Agreement, the Underwriters may exercise an overallotment option to purchase all or any part of an additional 637,500 Common Shares at $4.00 per Common Share by July 5, 2022. The total net proceeds to the Company from the Offering, after deducting discounts, expense allowance, and expenses, were approximately $14,333,969. Following the closing of the Offering, the Company has a total of 39,250,000 Common Shares issued and outstanding. At the closing of the Offering, the Company deposited $500,000 from the proceeds of the Offering into an escrow account established by the law firm of Hoagland, Longo, Moran, Dunst & Doukas, LLP, as escrow agent, pursuant to the Indemnification Escrow Agreement filed herewith as Exhibit 10.1, for the purpose of covering potential claims against the Underwriters, pursuant to the indemnification provisions of the Underwriting Agreement.
On May 19, 2022, we issued a press release furnished herewith as Exhibit 99.1.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
| VISIONARY EDUCATION TECHNOLOGY HOLDINGS GROUP INC. | ||
| Date: May 19, 2022 | By: | /s/Dr. Thomas Traves |
| Dr. Thomas Traves | ||
| Chief Executive Officer | ||
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EXHIBIT INDEX
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Exhibit 10.1
EXHIBIT F
ESCROW AGREEMENT
ESCROW DEPOSIT AGREEMENT
This ESCROW DEPOSIT AGREEMENT (this “Agreement”) dated as of this 19th day of May 2022, by and among Visionary Education Technology Holdings Group Inc., an Ontario (Canada) corporation (the “Company”), having an address at 200 Town Centre Blvd., Suite 408A, Markham, Ontario, Canada L3R 8G5, Joseph Stone Capital, LLC, a Delaware limited liability company and the representative of the several underwriters named in the Underwriting Agreement (the “Representative”) by and between the Company and the Representative, having an address at 200 Old Country Road, Suite #610, Mineola, New York 11501, and Hoagland, Longo, Moran, Dunst & Doukas, LLP(the “Escrow Agent”), having an office at 40 Paterson Street, New Brunswick, New Jersey 08903. All capitalized terms not herein defined shall have the meanings ascribed to them in that certain Underwriting Agreement, dated May 16, 2022, including all attachments, schedules and exhibits thereto (the “Underwriting Agreement”).
W I T N E S S E T H:
WHEREAS, the Representative and the Company have agreed that a certain sum of money shall be held in escrow upon certain terms and conditions; and
WHEREAS, the Representative and the Company appoint the Escrow Agent as escrow agent of such escrow subject to the terms and conditions set forth in this Agreement; and
WHEREAS, the Escrow Agent accepts such appointment as escrow agent subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, IT IS AGREED as follows:
1. Delivery of Escrow Funds.
(a) The Company will deliver, or shall cause to be delivered, to the Escrow Agent by checks or wire transfer made payable to “Hoagland, Longo, Moran, Dunst & Doukas, LLP as Escrow Agent for Visionary Education Technology Holdings Inc.” to be held in the Escrow Agent’s trust account at Bank of America entitled “Visionary Education Technology Holdings Inc., HLMDD as Escrow Agent” having ABA No.026009593, Account No. [008443109618] (the “Escrow Account”).
(b) The collected funds deposited into the Escrow Account are referred to as the “Escrow Funds”.
(c) The Escrow Agent shall have no duty or responsibility to enforce the collection or demand payment of these checks or any other funds delivered to Escrow Agent for deposit into the Escrow Account. If, for any reason, these checks or any other funds deposited into the Escrow Account shall be returned unpaid to the Escrow Agent, the sole duty of the Escrow Agent shall be to advise the Representative and the Company promptly thereof and return check in the manner directed in writing by the Representative and the Company.
2. Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:
(a) If the Representative advises the Escrow Agent and the Company in writing on or prior to November 19, 2023 (the date that is eighteen (18) months after the Closing Date) (the “Final Termination Date”) that there are indemnification amounts payable to the Representative or another Underwriter Indemnified Party by the Company pursuant to Sections 5.1.1 and 5.1.2 of the Underwriting Agreement that have not been paid by the Company, the Representative shall specify the amount due and payable in its notice, and the Escrow Agent shall wire transfer such amount to the Representative, provided such amount is collected and available for withdrawal and subject to Escrow Agent’s receipt of a joint written instruction from the Company and the Representative as set forth in Exhibit A-1. The Company shall not unreasonably withhold, delay or condition its execution of such Escrow Release Notice.
(b) Promptly following the Final Termination Date, the Escrow Agent shall pay all remaining Escrow Funds by wire transfer to the Company in accordance with a joint written instruction in the form of Exhibit A-2 of the Company and the Representative. The Representative shall not unreasonably withhold, delay, or condition its execution of such Escrow Release Notice.
(c) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. The Escrow Agent may act in reliance upon any instructions, court orders, notices, certifications, demands, consents, authorizations, receipts, powers of attorney or other writings delivered to it without being required to determine the authenticity or validity thereof or the correctness of any fact stated therein, the propriety or validity of the service thereof, or the jurisdiction of the court issuing any judgment or order.
3. Acceptance by Escrow Agent. The Escrow Agent hereby accepts and agrees to perform its obligations hereunder, provided that:
(a) Upon execution of this Agreement, the Representative shall execute and deliver to Escrow Agent, Exhibit B hereto and the Company shall execute and deliver to Escrow Agent Exhibit B-1 (together with Exhibit B, each a “Certificate”) hereto, for the purpose of (i) establishing the identity of each respective authorized representative(s) of the Representative and the Company entitled to singly initiate and/or confirm disbursement instructions to Escrow Agent on behalf of each such party and (ii) providing standing wire instructions for each of the Representative and the Company to be used for disbursements to said party. The Escrow Agent may act in reliance upon any signature on each Certificate believed by it to be genuine, and may assume that any person who has been designated by the Representative or the Company to give any written instructions, notice or receipt, or make any statements in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent shall have no duty to make inquiry as to the genuineness, accuracy or validity of any statements or instructions or any signatures on statements or instructions, including but not limited to, those contained on each Certificate. The Representative and the Company may update their respective Certificate by executing and delivering to the Escrow Agent an updated Certificate in the form attached hereto as Exhibit B and/or Exhibit B-1. Until such time as Escrow Agent shall receive an updated Certificate, Escrow Agent shall be fully protected in relying without inquiry on the current Certificate on file with Escrow Agent.
(b) The Escrow Agent may seek confirmation of disbursement instructions by telephone call back to one of the authorized representatives set forth on each Certificate, and the Escrow Agent may rely upon the confirmations of anyone purporting to be the person(s) so designated. To ensure the accuracy of the instruction it receives, the Escrow Agent may record such call back. If the Escrow Agent is unable to verify the instruction, or is not satisfied in its sole discretion with the verification it receives, it will not execute the instruction until all issues have been resolved to its satisfaction. The Representative and the Company agree that the foregoing procedures constitute commercially reasonable security procedures. Escrow Agent further agrees not to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Agreement) from any party inconsistent with the foregoing.
(c) The Escrow Agent may act relative hereto in reliance upon advice of counsel in reference to any matter connected herewith. The Escrow Agent shall not be liable for any mistake of fact or error of judgment or law, or for any acts or omissions of any kind, unless caused by its willful misconduct or gross negligence.
(d) The Company and Representative, jointly and severally, agree to indemnify, release, and hold the Escrow Agent harmless from and against any and all claims, losses, costs, liabilities, damages, suits, demands, judgments or expenses, including, but not limited to, attorney's fees, costs and disbursements, (collectively “Claims”) claimed against or incurred by Escrow Agent arising out of or related, directly or indirectly, to this Agreement and the Escrow Agent’s performance hereunder or in connection herewith, except to the extent such Claims arise from Escrow Agent’s willful misconduct or gross negligence as adjudicated by a court of competent jurisdiction.
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(e) In the event of any disagreement between or among the Representative and the Company, or between any of them and any other person, resulting in adverse claims or demands being made to Escrow Agent in connection with the Escrow Account, or in the event that the Escrow Agent, in good faith, be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue so to refrain from acting until (i) the rights of all parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjusted and all doubt resolved by agreement among all of the interested persons, and the Escrow Agent shall have been notified thereof in writing signed by all such persons. The Escrow Agent shall have the option, after thirty (30) days’ notice to the Representative and the Company of its intention to do so, to file an action in interpleader requiring the parties to answer and litigate any claims and rights among themselves. The rights of the Escrow Agent under this section are cumulative of all other rights which it may have by law or otherwise.
(f) In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder, the Escrow Agent shall be entitled to (i) refrain from taking any action other than to keep safely the Escrow Funds until it shall be directed otherwise by a court of competent jurisdiction, or (ii) deliver the Escrow Funds to a court of competent jurisdiction.
(g) The Escrow Agent shall have no duty, responsibility or obligation to interpret or enforce the terms of any agreement other than Escrow Agent's obligations hereunder, and the Escrow Agent shall not be required to make a request that any monies be delivered to the Escrow Account, it being agreed that the sole duties and responsibilities of the Escrow Agent shall be to the extent not prohibited by applicable law (i) to accept checks or other instruments for the payment of money delivered to the Escrow Agent for the Escrow Account and deposit said checks or instruments into the Escrow Account, and (ii) disburse or refrain from disbursing the Escrow Funds as stated herein, provided that the checks or instruments received by the Escrow Agent have been collected and are available for withdrawal.
4. Escrow Account Statements and Information. The Escrow Agent agrees to send to the Representative and/or the Company a copy of the Escrow Account periodic statement, upon request in accordance with the Escrow Agent’s regular practices for providing account statements to its non-escrow clients and to also provide the Representative and/or the Company, or their designee, upon request other deposit account information, including Account balances, by telephone or by computer communication, to the extent practicable. The Representative and the Company agree to complete and sign all forms or agreements required by the Escrow Agent for that purpose. The Representative and the Company each consents to the Escrow Agent’s release of such Account information to any of the individuals designated by the Representative or the Company, which designation has been signed in accordance with Section 3(a) by any of the persons in Schedule A. Further, the Representative and the Company have an option to receive e-mail notification of incoming and outgoing wire transfers. If this e-mail notification service is requested and subsequently approved by the Escrow Agent, the Representative and the Company agrees to provide a valid e-mail address and other information necessary to set-up this service and sign all forms and agreements required for such service. The Representative and the Company each consents to the Escrow Agent’s release of wire transfer information to the designated e-mail address(es). The Escrow Agent’s liability for failure to comply with this section shall not exceed the cost of providing such information.
5. Resignation and Termination of the Escrow Agent. The Escrow Agent may resign at any time by giving thirty (30) days' prior written notice of such resignation to the Representative and the Company. Upon providing such notice, the Escrow Agent shall have no further obligation hereunder except to hold the Escrow Funds that it has received as of the date on which it provided the notice of resignation as depository. In such event, the Escrow Agent shall not take any action until the Representative and the Company jointly designates a banking corporation, trust company, attorney or other person as successor escrow agent. Upon receipt of such written instructions signed by the Representative and the Company, the Escrow Agent shall promptly deliver the Escrow Funds, net of any outstanding charges, to such successor escrow agent and shall thereafter have no further obligations hereunder. If such instructions are not received within thirty (30) days following the effective date of such resignation, then the Escrow Agent may deposit the Escrow Funds and any other amounts held by it pursuant to this Agreement with a clerk of a court of competent jurisdiction pending the appointment of a successor escrow agent. In either case provided for in this section, the Escrow Agent shall be relieved of all further obligations and released from all liability thereafter arising with respect to the Escrow Funds.
6. Termination. The Representative and the Company may terminate the appointment of the Escrow Agent hereunder upon a joint written notice to Escrow Agent specifying the date upon which such termination shall take effect. In the event of such termination, the Representative and the Company shall, within thirty (30) days of such notice, jointly appoint a successor escrow agent and the Escrow Agent shall, upon receipt of written instructions signed by both the Representative and the Company, turn over to such successor escrow agent all of the Escrow Funds; provided, however, that if the Representative and the Company fail to appoint a successor escrow agent within such thirty (30)-day period, such termination notice shall be null and void and the Escrow Agent shall continue to be bound by all of the provisions hereof. Upon receipt of the Escrow Funds, the successor escrow agent shall become the Escrow Agent hereunder and shall be bound by all of the provisions hereof and the Escrow Agent shall be relieved of all further obligations and released from all liability thereafter arising with respect to the Escrow Funds.
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7. Investment. All Escrow Funds received by the Escrow Agent shall be held only in an non-interest-bearing bank account at Escrow Agent.
8. Compensation. The Escrow Agent shall be entitled, for the duties to be performed by it hereunder, to a fee of $6,000.00, which fee shall be paid by the Company upon the signing of this Agreement. Further, if the term of this Agreement exceeds one (1) year from the execution date hereof, a fee of $1,500.00 will be paid by the Company on each such anniversary of the execution of this Agreement. In addition, the Company shall be obligated to reimburse Escrow Agent for all fees, costs and expenses incurred or that becomes due in connection with this Agreement or the Escrow Account, including reasonable attorney’s fees. Neither the modification, cancellation, termination or rescission of this Agreement nor the resignation or termination of the Escrow Agent shall affect the right of the Escrow Agent to retain the amount of any fee which has been paid, or to be reimbursed or paid any amount which has been incurred or becomes due, prior to the effective date of any such modification, cancellation, termination, resignation or rescission. To the extent the Escrow Agent has incurred any such expenses, or any such fee becomes due, prior to any closing, the Escrow Agent shall advise the Representative and the Company and the Company shall direct all such amounts to be paid directly at any such closing.
9. Notices. All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if sent by hand-delivery, by facsimile followed by first-class mail, by nationally recognized overnight courier service or by prepaid registered or certified mail, return receipt requested, to the addresses set forth below.
If to the Representative:
Joseph Stone Capital, LLC
200 Old Country Road, Suite #610
Mineola, New York 11501
Attention: Damian Maggio, Chief Executive Officer
Fax: 516-267-7011
If to the Company:
Visionary Education Technology Holdings Group Inc.
200 Town Centre Blvd., Suite 408A
Markham, Ontario, Canada L3R 8G5
Attention: Dr. Thomas Traves, Chief Executive Officer
Fax No.: 905-739-0950
If to Escrow Agent:
Hoagland, Longo, Moran, Dunst & Doukas, LLP
40 Paterson StreetNew Brunswick, New Jersey 08903
Attention: Anthony C. Iacocca, Esq.
Fax No.: (732) 545-4579
10. General.
(a) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to agreements made and to be entirely performed within such State, without regard to choice of law principles, and any action brought hereunder shall be brought in the courts of the State of New York, located in the County of New York. Each party hereto irrevocably waives any objection on the grounds of venue, forum non- conveniens or any similar grounds and irrevocably consents to service of process by mail or in any manner permitted by applicable law and consents to the jurisdiction of said courts. EACH OF THE PARTIES HERETO HEREBY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
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(b) This Agreement sets forth the entire agreement and understanding of the parties in respect to the matters contained herein and supersedes all prior agreements, arrangements and understandings relating thereto.
(c) All of the terms and conditions of this Agreement shall be binding upon, and inure to the benefit of and be enforceable by, the parties hereto, as well as their respective successors and assigns.
(d) This Agreement may be amended, modified, superseded or canceled, and any of the terms or conditions hereof may be waived, only by a written instrument executed by each party hereto or, in the case of a waiver, by the party waiving compliance. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same. No waiver of any party of any condition, or of the breach of any term contained in this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of the breach of any other term of this Agreement. No party may assign any rights, duties or obligations hereunder unless all other parties have given their prior written consent.
(e) If any provision included in this Agreement proves to be invalid or unenforceable, it shall not affect the validity of the remaining provisions.
(f) This Agreement and any modification or amendment of this Agreement may be executed in several counterparts or by separate instruments and all of such counterparts and instruments shall constitute one agreement, binding on all of the parties hereto.
11. Form of Signature. The parties hereto agree to accept a facsimile transmission copy of their respective actual signatures as evidence of their actual signatures to this Agreement and any modification or amendment of this Agreement; provided, however, that each party who produces a facsimile signature agrees, by the express terms hereof, to place, promptly after transmission of his or her signature by fax, a true and correct original copy of his or her signature in overnight mail to the address of the other party.
12. No Third-Party Beneficiaries. This Agreement is solely for the benefit of the parties and their respective successors and permitted assigns, and no other person has any right, benefit, priority or interest under or because of the existence of this Agreement.
Signature Page Follows
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first set forth above.
JOSEPH STONE CAPITAL, LLC
| By: | /s/ Damian Maggio | |
| Name: Damian Maggio | ||
| Title: Chief Executive Officer |
VISIONARY EDUCATION TECHNOLOGY HOLDINGS GROUP INC.
| By: | /s/ Thomas Traves | |
| Name: Dr. Thomas Traves | ||
| Title: Chief Executive Officer |
HOAGLAND, LONGO, MORAN, DUNST & DOUKAS, LLP
| By: | /s/ Anthony Iococca | |
| Name: Anthony C. Iacocca, Esq. | ||
| Title: Partner |
[Signature Page to the Escrow Agreement]
EXHIBIT A-1
FORM OF ESCROW RELEASE NOTICE
Date:
Hoagland, Longo, Moran, Dunst & Doukas, LLP
40 Paterson StreetNew Brunswick, New Jersey 08903
Attention: Anthony C. Iacocca, Esq.
Fax No.: (732) 545-4579
Dear Mr. Iacocca:
In accordance with the terms of Section 2(a) of an Escrow Deposit Agreement dated as of May 19, 2022 (the "Escrow Agreement"), by and between Visionary Education Technology Holdings Group Inc. (the “Company”), Joseph Stone Capital, LLC (the “Representative”), and Hoagland, Longo, Moran, Dunst & Doukas, LLP (the “Escrow Agent”), the Company and the Representative hereby notify the Escrow Agent that the a valid indemnity claim has been established and agreed in the amount of US$________.
PLEASE DISTRIBUTE THE SUM OF US$ _______ BY WIRE TRANSFER TO JOSEPH STONE CAPITAL, LLC AS FOLLOWS:
[Wire transfer instructions to be inserted here.]
Very truly yours,
Visionary Education Technology Holdings Group Inc.
By: ________________________________
Name: ______________________________
Title:_______________________________
Joseph Stone Capital, LLC
By: ________________________________
Name: ______________________________
Title:_______________________________
EXHIBIT A-2
FORM OF ESCROW RELEASE NOTICE
Date:
Hoagland, Longo, Moran, Dunst & Doukas, LLP
40 Paterson StreetNew Brunswick, New Jersey 08903
Attention: Anthony C. Iacocca, Esq.
Fax No.: (732) 545-4579
Dear Mr. Iacocca:
In accordance with the terms of Section 2(b) of an Escrow Deposit Agreement dated as of May 19, 2022 (the "Escrow Agreement"), by and between Visionary Education Technology Holdings Group Inc. (the “Company”), Joseph Stone Capital, LLC (the “Representative”), and Hoagland, Longo, Moran, Dunst & Doukas, LLP (the “Escrow Agent”), the Company and the Representative hereby notify the Escrow Agent that the Final Termination Date has past.
PLEASE DISTRIBUTE THE SUM OF US$ ______ BY WIRE TRANSFER TO VISIONARY EDUCATION TECHNOLOGY HOLDINGS GROUP INC. AS FOLLOWS :
[Wire transfer instructions to be inserted here.]
Very truly yours,
Visionary Education Technology Holdings Group Inc.
By: ________________________________
Name: ______________________________
Title:_______________________________
Joseph Stone Capital, LLC
By: ________________________________
Name: ______________________________
Title:_______________________________
EXHIBIT B
CERTIFICATE OF AUTHORIZED REPRESENTATIVES JOSEPH STONE CAPITAL, LLC
| Name | Signature | Initiate (Y/N) | Callback (Y/N) | Phone No. | Alt. Phone No. | |||||
STANDING WIRE INSTRUCTIONS FOR JOSEPH STONE CAPITAL, LLC
In accordance with Section 3(a) of the Agreement disbursements to Joseph Stone Capital, LLC by wire transfer must be sent in accordance with the following wire instructions:
| Bank Name: | [ | ] | |
| Bank Address: | [ | ] | |
| ABA Number: | [ | ] | |
| Account Number: | [ | ] | |
| Account Name: | [ | ] |
EXHIBIT B-1
CERTIFICATE OF AUTHORIZED REPRESENTATIVES – VISIONARY EDUCATION TECHNOLOGY HOLDINGS GROUP INC.
| Name | Signature | Initiate (Y/N) | Callback (Y/N) | Phone No. | Alt. Phone No. | |||||
| Tom Traves | /s/ Tom Traves | T/T | 647-825-6455 | |||||||
STANDING WIRE INSTRUCTIONS FOR VISIONARY EDUCATION TECHNOLOGY HOLDINGS GROUP INC.
In accordance with Section 3(a) of the Agreement disbursements to Visionary Education Technology Holdings Group Inc. by wire transfer must be sent in accordance with the following wire instructions:
| Bank Name: | [ | ] | |
| Bank Address: | [ | ] | |
| ABA Number: | [ | ] | |
| Account Number: | [ | ] | |
| Account Name: | [ | ] |
Exhibit 99.1
Visionary Education Technology Holdings Group Inc. Announces
Closing of US$17 Million Firm Commitment Initial Public Offering
Markham, Canada, May 19, 2022 (GLOBE NEWSWIRE) -- Visionary Education Technology Holdings Group Inc. (the “Company”) (Nasdaq: VEDU), a private education provider located in Canada that offers high-quality education resources to students around the globe, today announced the closing of its initial public offering (the “Offering”) of 4,250,000 common shares at a public offering price of US$4.00 per common share.
The Company received aggregate gross proceeds of US$17 million from the Offering, before deducting underwriting discounts and other related expenses. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 637,500 common shares at the public offering price, less underwriting discounts and commissions. The common shares began trading on the Nasdaq Capital Market on May 17, 2022 under the ticker symbol “VEDU.”
Proceeds from the Offering will be used for Public Private Partnership (“PPP”) projects, course development of Max the Mutt College of Animation, Art and Design (“MTM”), program partnerships with other universities, vocational education, development of global market and distribution channels, staff development and general corporate purposes, including working capital and operating expenses.
The Offering was conducted on a firm commitment basis. Joseph Stone Capital, LLC acted as the representative of the underwriters and the lead underwriter for the Offering and Valuable Capital Limited acted as the co-underwriter for the Offering. McLaughlin & Stern, LLP acted as counsel to the Company, and Carmel, Milazzo & Feil LLP acted as counsel to the representative of the underwriters in connection with the Offering.
A registration statement on Form F-1 relating to the Offering was filed with the U.S. Securities and Exchange Commission (“SEC”) (File Number: 333-263290) and was declared effective by the SEC on May 16, 2022. The Offering is being made only by means of a prospectus, forming a part of the registration statement. Copies of the prospectus relating to the Offering may be obtained from Joseph Stone Capital, LLC, by email at ccao@josephstonecapital.com, by calling +1 516.267.7001. In addition, copies of the prospectus relating to the Offering may be obtained via the SEC's website at www.sec.gov.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall there be any offer, solicitation or sale of any of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
About Visionary Education Technology Holdings Group Inc.
Visionary Education Technology Holdings Group Inc., headquartered in Markham, Canada, is a private education provider located in Canada that offers high-quality education resources to students around the globe. The Company aims to provide access to secondary, college, undergraduate and graduate and vocational education to students in Canada through technological innovation so that more people can learn, grow and succeed to their full potential. As a fully integrated provider of educational programs and services in Canada, the Company has been serving and will continue to serve both Canadian and international students. For more information, visit the Company’s website at https://ir.visiongroupca.com.
Forward-Looking Statements
All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “would,” “continue,” “should,” “may,” or similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company's registration statement and in its other filings with the SEC.
For more information, please contact:
Visionary Education Technology Holdings Group Inc.
Investor Relations Department
Email: ir@farvision.ca
Ascent Investors Relations LLC
Tina Xiao
President
Phone: +1 917-609-0333
Email: tina.xiao@ascent-ir.com