VIQ Solutions Inc 6-K, filed Aug 12, 2021
VIQ Solutions Inc. (VQSSF)
About this 6-K
VIQ Solutions Inc filed this 6-K on August 12, 2021.
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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2021
Commission File Number: 001-40717
VIQ SOLUTIONS INC.
(Name of registrant)
5915 Airport Road
Suite 700
Mississauga, Ontario L4V 1T1
Canada
(Address of principal executive office)
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 | x 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): ¨
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): ¨
DOCUMENTS FURNISHED
See the Exhibit Index hereto for a list of the documents furnished herewith and forming a part of this Form 6-K.
The document listed in the Exhibit Index as Exhibit 99.2 below is hereby incorporated by reference as an exhibit to the Registration Statement of VIQ Solutions Inc. on Form F-10 (File No. 333-256717), as amended or supplemented.
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, thereunto duly authorized.
| VIQ SOLUTIONS INC. | |||
| (Registrant) | |||
| Date: August 12, 2021 | By: | /s/ Alexie Edwards | |
| Name: | Alexie Edwards | ||
| Title: | Chief Financial Officer | ||
Form 6-K Exhibit Index
| Exhibit Number | Document Description | |
| 99.1 | Press Release of the Registrant dated August 12, 2021. | |
| 99.2 | Material Change Report of the Registrant dated August 12, 2021. |
Exhibit 99.1
VIQ Solutions
Announces it is Not Proceeding with Public Offering
of Shares
And Trading to Commence on Nasdaq August 12, 2021
PHOENIX, ARIZONA, August 12, 2021 – 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, announces that it will not be proceeding with the public offering of common shares previously announced on August 9, 2021. The termination results from an assessment by VIQ’s management that current market conditions are not conducive for an offering on terms that would be in the best interests of VIQ’s shareholders. As a result of this termination, no common shares will be sold pursuant to the offering.
The offering was being made pursuant to an effective shelf registration statement (File No. 333-256717) filed with the United States Securities and Exchange Commission, as amended and supplemented, and in Canada pursuant to a short form base shelf prospectus filed with the securities regulatory authorities in each of the provinces of Canada except for Québec, as amended and supplemented.
The Company also announced today that its common shares are expected to begin trading on August 12, 2021 on the Nasdaq Capital Market under the ticker “VQS”.
No securities regulatory authority has either approved or disapproved the contents of this news release.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.
For additional information:
| Media Contact: | Investor Relations Contact: |
| Laura Haggard | Laura Kiernan |
| Chief Marketing Officer | High Touch Investor Relations |
| VIQ Solutions | Phone: 1-914-598-7733 |
| Phone: (800) 263-9947 | Email: viq@htir.net |
| Email: marketing@viqsolutions.com |
For more information about VIQ, please visit viqsolutions.com.
About VIQ Solutions Inc.
VIQ Solutions is a provider of secure, AI-driven, digital voice and video capture technology and transcription services in the criminal justice, legal, insurance, media, government, corporate finance, media, and transcription service provider markets.
Forward-looking Statements
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’s common shares beginning to trade on the Nasdaq Capital Market.
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 such forward-looking statements, as 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, VIQ’s ability to satisfy all requirements to have its common shares begin trading on the Nasdaq Capital Markets. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions that have been used.
Forward-looking statements or information is based on current expectations, estimates and projections that involve several risks and uncertainties which could cause actual results to differ materially from those anticipated by VIQ and described in the forward-looking statements or information, including, without limitation, the risks described under the heading “Risk Factors” in VIQ’s Annual Information Form for the year ended December 31, 2020, filed with the Canadian securities regulatory authorities under VIQ’s SEDAR profile at www.sedar.com and filed with the SEC as an exhibit to VIQ’s Form F-10 registration statement on www.sec.gov.
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 news release are made as of the date of this news 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.
Exhibit 99.2
Form 51-102F3
MATERIAL CHANGE REPORT
| Item 1 | Name and Address of Company |
VIQ Solutions Inc. (the “Company” or “VIQ”)
5915 Airport Road, Suite 700
Mississauga, Ontario
L4V 1T1
| Item 2 | Date of Material Change |
August 12, 2021
| Item 3 | News Release |
A news release concerning the material change described herein was disseminated on August 12, 2021 through Business Wire and subsequently filed on SEDAR. A copy of the news release is attached hereto as Schedule “A”.
| Item 4 | Summary of Material Change |
On August 12, 2021, the Company announced it would not be proceeding with its previously announced public offering of common shares (the “Offering”) as set forth in the draft shelf prospectus filed supplement on August 9, 2021 to its final short form base shelf prospectus dated June 10, 2021 with the securities regulatory authorities in each of the provinces of Canada except for Québec (the “Prospectus Supplement”).
The Company also announced its common shares are expected to begin trading on August 12, 2021 on the Nasdaq Capital Market under the ticker “VQS”.
| Item 5 | Full Description of Material Change |
| 5.1 | Full Description of Material Change |
On August 12, 2021, the Company announced it would not be proceeding with the Offering. The termination resulted from an assessment by VIQ’s management that current market conditions were not conducive for an offering on terms that would be in the best interests of VIQ’s shareholders. As a result of the termination, no common shares will be sold pursuant to the offering.
The Prospectus Supplement was also filed in the United States with the United States Securities and Exchange Commission as part of a registration statement on Form F-10 (the “Form F-10”), in accordance with the Multijurisdictional Disclosure System established between Canada and the United States. No securities were sold in connection with the Offering pursuant to the Form F-10.
The Company also announced that its common shares are expected to begin trading on August 12, 2021 on the Nasdaq Capital Market under the ticker “VQS”.
- 2 -
| 5.2 | Disclosure for Restructuring Transactions |
Not applicable.
| Item 6 | Reliance on subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
| Item 7 | Omitted Information |
No information has been omitted on the basis that it is confidential information.
| Item 8 | Executive Officer |
Sebastien Paré
President and Chief Executive Officer
| Tel: | 905-948-8266 |
| Email: | spare@viqsolutions.com |
| Item 9 | Date of Report |
August 12, 2021