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Published on 1/8/2013 in the Prospect News PIPE Daily.

Vertical Health wraps $487,000 of $1.5 million 6% convertibles sale

Sale also includes 10-year warrants; Emergent Financial is the agent

By Devika Patel

Knoxville, Tenn., Jan. 8 - Vertical Health Solutions, Inc. completed a $487,000 tranche of a $1.5 million private placement of 6% convertible promissory notes on Dec. 31, according to an 8-K filed Tuesday with the Securities and Exchange Commission. The deal raised $906,000 from Aug. 10 to Sept. 28 and settled the $487,000 from Oct. 1 through Dec. 31.

The three-year note is initially convertible into common shares at $0.25 per share, which represents an 80% discount to $1.25, the Aug. 9 closing share price. It will automatically convert if the company raises at least $2.5 million in a placement of stock.

The investors also received 10-year warrants for 906,000 common shares in the first tranche and warrants for 487,000 shares in the second. The warrants are each exercisable at $1.25, which is identical to the Aug. 9 closing share price.

The placement is being conducted by agent Emergent Financial Group, Inc.

Based in Tampa, Fla., Vertical Health provides animal health care products to veterinarians.

Issuer:Vertical Health Solutions, Inc.
Issue:Convertible promissory notes
Amount:$1.5 million
Maturity:Three years
Coupon:6%
Conversion price:$0.25
Call:Yes
Warrants:For 465,000 shares
Warrant expiration:10 years
Warrant strike price:$1.25
Agent:Emergent Financial Group, Inc.
Settlement date:Aug. 10 to Sept. 28 (for $906,000), Oct. 1 to Dec. 31 (for $487,000)
Stock symbol:OTCBB: ONMD
Stock price:$1.25 at close Aug. 9
Market capitalization:$9.62 million

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