Press Releases – CounterPath

CounterPath Completes Closing of Acquisition by Alianza

Team CounterPath — Mon, 01 Mar 2021 12:45:49 +0000

VANCOUVER, BC, Canada — March 1, 2021 — CounterPath Corporation (“CounterPath” or the “Company”) (NASDAQ: CPAH) (TSX: PATH), a global provider of award-winning Unified Communications and Collaboration (UCC) solutions for enterprises and service providers, today announced the completion of the closing of the previously announced merger contemplated by the Agreement and Plan of Merger, dated as of December 6, 2020, with Alianza, Inc. (“Alianza”) and CounterPath Merger Sub, Inc. (“Merger Sub”), under which CounterPath became a wholly owned subsidiary of Alianza.

CounterPath stockholders are entitled to receive US$3.49 in cash, without interest, for each share of CounterPath common stock that they held immediately prior to the effective time of the merger, implying an approximate merger consideration of US$25.6 million.

As a result of the merger, CounterPath is now a privately held company. Trading of CounterPath common stock on NASDAQ was suspended after the close of trading on February 26, 2021.

On February 26, 2021, in connection with the consummation of the merger, the Company notified the NASDAQ of the pending consummation of the merger and requested that the trading of the Company Shares on NASDAQ be suspended and that the listing of the Company Shares on NASDAQ be withdrawn. In addition, the Company requested that NASDAQ file with the Securities and Exchange Commission (“SEC”) a notification on Form 25 to report the delisting of the Company Shares from NASDAQ and to deregister the Company Shares under Section 12(b) of the Securities Exchange Act of 1934.

The Company requested that NASDAQ file a notification of removal of listing and registration on Form 25 with the United States Securities and Exchange Commission (“SEC”) with respect to CounterPath’s common stock, and CounterPath’s common stock will be delisted from the Toronto Stock Exchange shortly after its receipt of final documentation related to the closing of the merger. CounterPath intends to deregister its common stock and to suspend its reporting obligations under the Securities Exchange Act of 1934, as amended, by promptly filing a Form 15 with the SEC, and to file an application with the British Columbia Securities Commission to cease to be a reporting issuer under Canadian securities laws.

About Alianza

Alianza connects people by powering a feature-rich and robust suite of cloud communications products for service providers. Alianza makes it easy, highly profitable, and future-proof with its cloud native, agile software-as-a-service solution. Alianza’s cloud communications platform is a better way to deliver VoIP and unified communications; untangling service providers from the restraints of obsolete networks and accelerating innovation and growth. Alianza is powered by a team of experts that are obsessed with the customer experience and have a passion to transform communications delivery. Learn more about Alianza at www.alianza.com and follow the company on Twitter (@Alianza_Inc) and LinkedIn (@alianza).

About CounterPath

CounterPath Corporation (NASDAQ: CPAH) (TSX: PATH) is revolutionizing how people communicate in today’s modern mobile workforce. Its award-winning Bria solutions for desktop and mobile devices enable organizations to leverage their existing PBX and hosted voice call servers to extend seamless and secure unified communications and collaboration services to users regardless of their location and network. CounterPath technology meets the unique requirements of several industries, including the contact center, retail, warehouse, hospitality, and healthcare verticals. Learn more at counterpath.com and follow us on Twitter @counterpath.

Additional Information and Where to Find It

To receive a letter of transmittal and forms with instructions on how to claim their cash payment of US$3.49 per share, shareholders should contact the depositary and paying agent, by mail at Computershare Trust Company of Canada, Attn: Corporate Actions, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, by email at corporateactions@computershare.com or by telephone at 1-800-564-6253.

This communication is being made in respect of the merger involving CounterPath and Alianza. In connection with the merger, CounterPath filed a definitive proxy statement and other documents with the SEC. The definitive proxy statement and other documents filed by CounterPath with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, the documents filed by CounterPath may be obtained free of charge from CounterPath by contacting the Chief Executive Officer by mail at Attn: Chief Executive Officer, Suite 300, One Bentall Centre, 505 Burrard Street, Vancouver, British Columbia V7X 1M3, Canada.

Notice Regarding Forward-Looking Statements

It is important to note that actual outcomes and the Company’s actual results could differ materially from those in such forward-looking statements. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, any delays caused by third parties that are out of control of CounterPath and Alianza. Readers should also refer to the risk disclosures outlined in the Company’s quarterly reports on Form 10-Q, the Company’s annual reports on Form 10-K, and the Company’s other disclosure documents filed from time-to-time with the Securities and Exchange Commission at www.sec.gov and the Company’s interim and annual filings and other disclosure documents filed from time-to-time on SEDAR at www.sedar.com. These forward-looking statements are made as of the date of this news release, and the Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements, except as required by applicable law, including the securities laws of the United States and Canada.

Contacts

Investor Relations

ir@counterpath.com

CounterPath Reports Second Quarter Fiscal 2021 Financial Results

Team CounterPath — Mon, 14 Dec 2020 12:45:35 +0000

VANCOUVER, BC, Canada — December 14, 2020 — CounterPath Corporation (NASDAQ: CPAH) (TSX: PATH) (the “Company” or “CounterPath”), a global provider of award-winning Unified Communications (UC) solutions for enterprises and service providers, today announced the financial and operating results for its quarter ended October 31, 2020, being the second quarter of fiscal year 2021.

Second Quarter Financial Highlights (unaudited)

Revenue of $3.6 million for the second quarter of fiscal 2021, an increase of 34% compared to revenue of $2.7 million for the second quarter of fiscal 2020.
Subscription, support, and maintenance revenue (revenue of a recurring nature) for the second quarter of fiscal 2021 grew by 53% year-over-year to $2.3 million, and represented 64% of overall revenue.
Billings (revenue plus change in deferred revenue) increased by 40% to $4.2 million for the second quarter of fiscal 2021, compared to $3.0 million for the second quarter of fiscal 2020.
Gross margin of 84% in the second quarter of fiscal 2021, compared to gross margin of 79% in the second quarter of fiscal 2020.
Income from operations of $0.2 million for the second quarter of fiscal 2021, compared to loss from operations of $0.7 million for the second quarter of fiscal 2020.
Non-GAAP income from operations of $0.3 million for the second quarter of fiscal 2021, compared to non-GAAP loss from operations of $0.7 million for the second quarter of fiscal 2020.
Net income of $0.1 million, or $0.01 per share, for the second quarter of fiscal 2021, compared to net loss of $0.8 million, or $0.13 per share, for the second quarter of fiscal 2020.
Non-GAAP net income of $0.2 million, or $0.04 per share, for the second quarter of fiscal 2021, compared to non-GAAP net loss of $0.7 million, or $0.12 per share, for the second quarter of fiscal 2020.
Cash of $2.5 million as of October 31, 2020 compared to $2.4 million as of April 30, 2020.

Management Commentary

“It was another strong quarter, owing in part to our solutions contributing to the work from home initiatives undertaken as a result of the COVID-19 pandemic” said David Karp, CEO of CounterPath. “While we are optimistic about our recent upward trends, we are also preparing for seasonal challenges associated with the winter holidays in this current quarter, as well as continued uncertainty relating to the ongoing COVID-19 pandemic.”

“On December 7, 2020, we announced that CounterPath had entered into a Merger Agreement with Alianza, Inc., a leading cloud communications platform for service providers, pursuant to which Alianza has agreed to acquire CounterPath in an all-cash transaction for US$3.49 per share, representing a premium of approximately 27.4% to the prior 30-day average closing price of our common stock on the Nasdaq Capital Market. Alianza’s cloud voice solutions, when combined with CounterPath’s unified communication solutions will enable the delivery of a complete communications platform to our shared customer base, and we are excited to join with Alianza which is anticipated to close in the first quarter of 2021.”

Recent Business Highlights

Developed a white-labelled Bria Enterprise solution for Ubefone, a cloud telephony and VoIP operator based in France
Partnered with OMNIVIGIL, a leading Quebec and Ontario telecoms reseller, who is deploying Bria Enterprise solutions across the region in direct response to increased remote working needs
Announced that the Company’s Bria® for Call Center solution has enabled SpeechLogix to create the XLogix® Platform, an application that increases agent performance and maximizes efficiency to improve contact center operations
Announced that the Company’s partnership with Telico has extended Telico’s VoIP offering by allowing the company to cater to remote working conditions established due to the global pandemic

Financial Overview

(All amounts in U.S. dollars and in accordance with accounting principles generally accepted in the United States (“GAAP”) unless otherwise specified – unaudited).

Revenue was $3.6 million for the quarter ended October 31, 2020, compared to $2.7 million for the same quarter in the last fiscal year. Software revenue was $0.9 million, compared to $1.0 million for the same quarter in the last fiscal year, subscription, support, and maintenance revenue was $2.3 million compared to $1.5 million for the same quarter in the last fiscal year, and professional services and other revenue was $0.4 million compared to $0.2 million for the same quarter in the last fiscal year.

Operating expenses for the quarter ended October 31, 2020, were $3.5 million compared to $3.4 million for the same quarter in the last fiscal year. Operating expenses for the quarter ended October 31, 2020 included a non-cash stock-based compensation expense of $0.1 million (2019 – $0.1 million). Cost of sales was $0.6 million for the quarter ended October 31, 2020, compared to $0.6 million for the same quarter in the last fiscal year. Sales and marketing expenses were $1.0 million for the quarter ended October 31, 2020, compared to $1.0 million for the same quarter last fiscal year. For the quarter ended October 31, 2020, research and development expenses were $1.1 million, and general and administrative expenses were $0.8 million compared to $1.2 million and $0.7 million, respectively, for the same quarter in the last fiscal year.

Interest and other (expense) income, net for the quarter ended October 31, 2020, was ($0.1) million compared to ($0.1) million for the same quarter in the last fiscal year. Interest and other (expense) income, net was primarily comprised of interest expense of $0.04 million related to the related party loan payable and a loss on fair value of derivative instruments of $0.03 million, compared to a foreign exchange loss of $0.01 million and a gain on fair value of derivative instruments of $0.01 million for the same quarter in the last fiscal year. The foreign exchange gain (loss) represents the gain (loss) on account of translation of the intercompany accounts of the Company’s subsidiary which are maintained in Canadian dollars and transactional gains and losses resulting from transactions denominated in currencies other than U.S. dollars.

The net income for the quarter ended October 31, 2020 was $0.01 million, or $0.01 per share, compared to a net loss of $0.8 million, or $0.13 per share, for the same quarter in the last fiscal year. As of October 31, 2020, the Company had $2.5 million in cash, compared to $2.4 million at April 30, 2020.

Additional Information and Where to Find It

In connection with the proposed transaction (the “Transaction”) with Alianza, Inc. (“Alianza”), the Company plans to file relevant materials with the United States Securities and Exchange Commission (the “SEC”), including a proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, the Company will mail the definitive proxy statement to each stockholder entitled to vote at the meeting of the Company’s stockholders relating to the Transaction. INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE PARTIES TO THE TRANSACTION. The definitive proxy statement, the preliminary proxy statement, and other relevant materials in connection with the Transaction (when they become available) and any other documents filed by the Company with the SEC, may be obtained free of charge at the SEC’s website (www.sec.gov). In addition, security holders will be able to obtain free copies of the proxy statement from the Company by contacting Chief Executive Officer by mail at Attn: Chief Executive Officer, Suite 300, One Bentall Centre, 505 Burrard Street, Vancouver, British Columbia V7X 1M3, Canada.

Certain Information Regarding Participants

CounterPath, Alianza, and their respective directors and executive officers may be deemed, under SEC rules, to be participants in the solicitation of proxies from CounterPath’s stockholders in connection with the proposed transaction. Information about the directors and executive officers of CounterPath is set forth in its proxy statement for CounterPath’s annual meeting of stockholders held on September 24, 2020, which was filed with the SEC on August 21, 2020, as supplemented by the Company’s current report on Form 8-K filed with the SEC on September 15, 2020. To the extent holdings of such directors and executive officers in CounterPath’s securities are not reported, or have changed since the amounts described in the proxy statement for CounterPath’s annual meeting of stockholders held on September 24, 2020, such changes may be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC regarding the proposed transaction when they become available. You may obtain these documents (when they become available) free of charge through the website maintained by the SEC at www.sec.gov.

Forward-Looking Statements

The material assumptions supporting these forward-looking statements include, among others, that Alianza will have available sufficient cash or other sources of available funds by the closing date to pay for the shares of CounterPath and the payment of all fees, costs and expenses to be paid by Alianza related to the Transaction. It is important to note that actual outcomes and the Company’s actual results could differ materially from those in such forward-looking statements. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others: (1) any direct or indirect negative potential impact or harm that COVID-19 may actually have on the Company’s business or its potential/current clients’ businesses; (2) the lack of cash flow which may affect the Company’s ability to continue as a going concern; (3) the variability in the Company’s sales from reporting period to reporting period due to extended sales cycles as a result of selling the Company’s products through channel partners or the length of time of deployment of the Company’s products by its customers; (4) the Company’s ability to manage its operating expenses, which may adversely affect its financial condition and ability to continue to operate as a going concern; (5) the Company’s ability to remain competitive as other better financed competitors develop and release competitive products; (6) the impact of intellectual property litigation that could materially and adversely affect the Company’s business; (7) the success by the Company of the sales of its current and new products; (8) the impact of technology changes on the Company’s products and industry; (9) the failure to develop new and innovative products using the Company’s technologies including the refresh of the Company’s Software-as-a Service (SaaS) solution; (10) continuation or acceleration of the work at home movement; (11) CounterPath and Alianza being unable to realize the anticipated synergies from the Transaction; (12) CounterPath’s and Alianza’s ability to raise the additional funding that they may need to continue their business, capital expansion and sales activity; (13) the risks that the conditions to the closing of the Transaction are not satisfied, including the failure to obtain stockholder approvals for the Transaction in a timely manner or at all; (14) uncertainties as to the timing of the closing of the Transaction and the ability of each of CounterPath and Alianza to consummate the Transaction; (15) the risks related to the failure or delay in obtaining required approvals from the Toronto Stock Exchange, the Nasdaq Stock Market or any governmental or quasi-governmental entity necessary to consummate the Transaction; (16) risks related to the market price of the common stock of CounterPath; (17) significant transaction costs and unknown liabilities; (18) litigation or regulatory actions related to the Transaction; (19) risks related to Alianza’s ability to have sufficient cash or other sources of available funds by the closing date to pay for the shares of CounterPath and the payment of all fees, costs and expenses to be paid by Alianza related to the Transaction; and (20) the inherent uncertainties with mergers, acquisitions and other business combinations. Readers should also refer to the risk disclosures outlined in the Company’s quarterly reports on Form 10-Q, the Company’s annual reports on Form 10-K, and the Company’s other disclosure documents filed from time-to-time with the Securities and Exchange Commission at www.sec.gov and the Company’s interim and annual filings and other disclosure documents filed from time-to-time on SEDAR at www.sedar.com. These forward-looking statements are made as of the date of this news release, and the Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements, except as required by applicable law, including the securities laws of the United States and Canada.

About CounterPath

Contacts:

David Karp

Chief Executive Officer

dkarp@counterpath.com

###

(TABLES TO FOLLOW)

Non-GAAP Financial Measures

This news release contains “non-GAAP financial measures”. The non-GAAP financial measures in this news release consist of non-GAAP income (loss) from operations which excludes non-cash stock-based compensation relative to income (loss) from operations calculated in accordance with GAAP and non-GAAP net income (loss) which excludes non-cash stock-based compensation, foreign exchange loss and change in fair value of derivative instruments relative to net income (loss) calculated in accordance with GAAP. The non-GAAP financial measures in this news release also include billings which is calculated as revenue recognized plus the change in deferred revenue from the beginning to the end of the applicable period. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. CounterPath utilizes both GAAP and non-GAAP financial measures to assess what it believes to be its core operating performance and to evaluate and manage its internal business and assist in making financial operating decisions. CounterPath believes that the inclusion of non-GAAP financial measures, together with GAAP measures, provides investors with an alternative presentation useful to investors’ understanding of CounterPath’s core operating results and trends.

CounterPath Enters into Definitive Agreement and Plan of Merger to be Acquired by Alianza, Inc.

Team CounterPath — Mon, 07 Dec 2020 12:45:58 +0000

Vancouver, BC — December 7, 2020 — CounterPath Corporation (NASDAQ: CPAH) (TSX: PATH) (“CounterPath” or the “Company”), a global provider of award-winning Unified Communications and Collaboration (UCC) solutions for enterprises and service providers, today announced that it has entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Alianza, Inc. (“Alianza”), a leading cloud communications platform for service providers, pursuant to which Alianza has agreed to acquire CounterPath in an all-cash transaction (the “Transaction”) for US$3.49 per share (the “Merger Consideration”), implying an approximate market value of US$25.7 million.

The Transaction, which was unanimously approved by CounterPath’s board of directors (the “CounterPath Board”), represents a premium of approximately 26.3% to the closing price of CounterPath’s common stock on the Nasdaq Capital Market on December 4, 2020, the last trading day prior to the Transaction announcement and a premium of approximately 27.4% to the prior 30 day average closing price of CounterPath’s common stock on the Nasdaq Capital Market prior to the Transaction announcement.

“We are pleased to announce this transaction with Alianza, delivering immediate cash value to our shareholders at a premium,” said David Karp, Chief Executive Officer of CounterPath. “Together, Alianza and CounterPath will deliver a complete communication and collaboration platform to our shared customer base. This transaction is a testament to the hard work and dedication of our talented team, and we are excited to join Alianza.”

“The CounterPath Board, led by a special committee comprised of independent board members, conducted a thorough review of opportunities to enhance shareholder value. The CounterPath Board has unanimously concluded that entering into this agreement with Alianza represents the best way to maximize value for CounterPath’s shareholders,” said Terence Matthews, Chairman of the CounterPath Board. “This transaction with Alianza is an excellent outcome for CounterPath, and I thank David Karp and the rest of the management team for leading CounterPath to this critical point in CounterPath’s history.”

“Alianza and CounterPath share a common purpose to connect people and enrich lives and businesses via a rich communications experience. The combination of our two companies will further help service providers deliver on that vision,” said Brian Beutler, Chief Executive Officer of Alianza. “Our respective customers will benefit from having a more robust suite of modern cloud communication services to increase their agility, scale and cost savings when deploying their own differentiated communications offerings for end users.”

The Transaction has been approved by the boards of directors of both companies and is subject to customary closing conditions, including but not limited to (i) approval of the Merger Agreement by the holders of a majority of shares of common stock of CounterPath and by the holders of a majority of shares of common stock of CounterPath held by the minority stockholders as required by Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions adopted by certain Canadian securities regulators, (ii) receipt of all necessary regulatory approvals, and (iii) there not being dissenting shares representing more than 4% of the outstanding shares of common stock of CounterPath. The Transaction is expected to close in the first quarter of 2021.

As an inducement to the parties entering into the Merger Agreement, on December 6, 2020, certain stockholders of CounterPath, beneficially owning, in the aggregate, approximately 51.1% of the outstanding shares of common stock of CounterPath entered into a voting agreement, pursuant to which, among other things, such stockholders agreed to vote to approve the Merger Agreement and to take certain other actions in furtherance of the Transaction.

Advisors

Clark Wilson LLP is serving as legal counsel to CounterPath and Evans & Evans, Inc. is serving as ﬁnancial advisor to the Special Committee of the CounterPath Board. Alantra LLC is serving as financial advisor to Alianza and Holland & Hart LPP and Fasken Martineau DuMoulin LLP are serving as legal counsel to Alianza.

About CounterPath

About Alianza

Additional Information and Where to Find It

In connection with the proposed transaction, the Company plans to file relevant materials with the United States Securities and Exchange Commission (the “SEC”), including a proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, the Company will mail the definitive proxy statement to each stockholder entitled to vote at the meeting of the Company’s stockholders relating to the Transaction. INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE PARTIES TO THE TRANSACTION. The definitive proxy statement, the preliminary proxy statement, and other relevant materials in connection with the transaction (when they become available) and any other documents filed by the Company with the SEC, may be obtained free of charge at the SEC’s website (www.sec.gov). In addition, security holders will be able to obtain free copies of the proxy statement from the Company by contacting Chief Executive Officer by mail at Attn: Chief Executive Officer, Suite 300, One Bentall Centre, 505 Burrard Street, Vancouver, British Columbia V7X 1M3, Canada.

Certain Information Regarding Participants

Notice Regarding Forward-Looking Statements

CounterPath Contact Information

Dave Karp
Chief Executive Officer
dkarp@counterpath.com

Ubefone Selects CounterPath’s Bria Enterprise Solution, Providing Clear, Reliable Communications for its Customers

Team CounterPath — Wed, 28 Oct 2020 12:45:09 +0000

Vancouver, BC — October 28, 2020 — CounterPath Corporation (NASDAQ: CPAH) (TSX: PATH), a global provider of award-winning Unified Communications and Collaboration (UCC) solutions for enterprises and service providers, today announced that it has developed a white-labelled Bria Enterprise solution for Ubefone, a cloud telephony and VoIP operator based in France. The CounterPath solution offers superior quality, reliability, and communication services over their previous UC solution.

Leveraging Bria Enterprise, Ubefone worked with CounterPath to create a customized Unified Communications solution with tiered service offerings consisting of a Professional, Suite and Premier package. The Premier package includes collaboration services such as messaging, presence, chat rooms, screen sharing, and video conferencing. Real-time technical support and localization services provided by CounterPath value-added distributor, WCS Europe, have been an immense benefit to Ubefone in both, launching their new solution and quickly getting to market.

The CounterPath Bria UC solution offers enterprise-grade applications to mid- and large-sized businesses for desktop and mobile devices. Bria supports high-quality voice and video calling, leveraging any call server or VoIP service. The solution also provides additional CounterPath-hosted services for HD video conferencing, secure messaging and chat rooms, file transfer, and screen sharing.

“Thanks to the CounterPath solution, we now have a solid UC platform,” said Patrick Gentemann, Founder and CEO at Ubefone. “Due to significant quality issues, we switched UC vendors to obtain the stability and customization of Bria Enterprise that our customers demanded. Now we are gaining new customers leveraging the CounterPath solution and WCS Europe’s tremendous technical support.”

“Ubefone is not unique in switching to CounterPath to improve the quality and user experience for their customers,” said Todd Carothers, Chief Revenue Officer at CounterPath. “Working with our partner, WCS Europe, we delivered an Ubefone app for the market that will support work from home and other enterprise communication needs. We are excited to see Ubefone grow and help their customers communicate anytime, anywhere, and over any network.”

To learn more about Bria Enterprise, please visit the product page. For more information on Ubefone, visit the company website.

###

About Ubefone

Founded in August 2014 by Patrick Gentemann, Ubefone is a telecommunications operator specializing in corporate telephony and call centers. Ubefone has developed an innovative platform for unified fixed or fixed-mobile telephony connected to a proprietary virtual switchboard in the cloud. This solution caters to companies with complex and expensive installations and significantly reduces their telephony.

Contact

Aurelie Imbert

Executive Assistant

aurelie.imbert@ubefone.com

About CounterPath

CounterPath Corporation (NASDAQ: CPAH) is revolutionizing how people communicate in today’s modern mobile workforce. Its award-winning Bria solutions for desktop and mobile devices enable organizations to leverage their existing PBX and hosted voice call servers to extend seamless and secure unified communications and collaboration services to users regardless of their location and network. CounterPath technology meets the unique requirements of several industries, including the contact center, retail, warehouse, hospitality, and healthcare verticals. Its solutions are deployed worldwide by 8×8, Airbnb, AmeriSave, Aspect, BT, Citibank, Comcast, Fusion, Fuze, Honeywell, Liberty Global, Windstream and others. Learn more at counterpath.com and follow us on Twitter @counterpath.

Contacts

Hanna Miller
Vice President, Marketing
hmiller@counterpath.com

Investor Relations
ir@counterpath.com

OMNIVIGIL Solutions Selects Bria Enterprise to Rise to the COVID-19 Communications Challenge

Team CounterPath — Thu, 22 Oct 2020 12:45:44 +0000

Vancouver, BC — October 22, 2020 — CounterPath Corporation (NASDAQ: CPAH) (TSX: PATH), a global provider of award-winning Unified Communications and Collaboration (UCC) solutions for enterprises and service providers, today announced it has partnered with OMNIVIGIL, a leading Quebec and Ontario telecoms reseller, to deploy Bria Enterprise solutions across the region in direct response to increased remote working needs.

The OMNIVIGIL customers now using CounterPath technology range from major contact centers to SMB and microbusinesses, each affected by the persistent disruption caused by the COVID-19 pandemic and seeking reliable, fully supported enterprise-grade VoIP solutions that operate across mobile endpoints. Corposolution, a Quebec-based service provider, currently deploys Bria Enterprise to hundreds of users in the region.

“Our customers love Bria Enterprise because they value the whole package of complete UCC functionality, comprehensive endpoint flexibility, and the peace of mind that comes with a fully-supported solution,” said Claude Beaulieu, Vice President of Sales at OMNIVIGIL. “We have an opportunity to expand Bria Enterprise distribution in Quebec and Ontario through our network of resellers and other partners. Our focus is on enterprise customers in all sectors who see the importance of a robust, long-term solution to enable disparate workforces to communicate efficiently, regardless of device. The scalability of Bria Enterprise means we can address any requirement with ease. At the same time, the CounterPath channel team has been an invaluable source of market insight and practical pre-sales and deployment assistance.”

“OMNIVIGIL is illustrative of how Bria Enterprise acts as a compelling differentiator for enterprise decisionmakers looking for a robust feature-set to support in-office and remote teams amidst the now normal,” said Todd Carothers, Chief Revenue Officer at CounterPath. “We look forward to continuing what has been a very positive partnership with OMNIVIGIL, and one we see as a template for building upon as we expand our global channel network to include more partners in all our target markets.”

To learn more about Bria Enterprise, please visit the product page. For more information on OMNIVIGIL, visit the company website.

Forward-Looking Statements

This news release contains “forward-looking statements”. Statements in this news release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, outlook, expectations or intentions regarding the future, including the statement that (1) there is an opportunity to expand Bria Enterprise distribution in Quebec and Ontario through the distribution of resellers and other partners; and (2) the partnership with OMNIVIGIL is seen as a template for building upon as the Company expands its global channel network to include more partners in all of its target markets. It is important to note that actual outcomes and the Company’s actual results could differ materially from those in such forward-looking statements. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others: (1) any direct or indirect negative potential impact or harm that COVID-19 may actually have on the Company’s business or its potential/current clients’ businesses; (2) the lack of cash flow which may affect the Company’s ability to continue as a going concern; (3) the variability in the Company’s sales from reporting period to reporting period due to extended sales cycles as a result of selling the Company’s products through channel partners or the length of time of deployment of the Company’s products by its customers; (4) the Company’s ability to manage its operating expenses, which may adversely affect its financial condition and ability to continue to operate as a going concern; (5) the Company’s ability to remain competitive as other better financed competitors develop and release competitive products; (6) a decline in the Company’s stock price or insufficient investor interest in the Company’s securities which may impact the Company’s ability to raise additional financing as required or may cause the Company to be delisted from a stock exchange on which its common stock trades; (7) the impact of intellectual property litigation that could materially and adversely affect the Company’s business; (8) the success by the Company of the sales of its current and new products; (9) the impact of technology changes on the Company’s products and industry; (10) the failure to develop new and innovative products using the Company’s technologies including the refresh of our Software-as-a Service (SaaS) solution; (11) the potential dilution to shareholders or overhang on the Company’s share price of its outstanding stock options; and (12) continuation or acceleration of the work at home movement. Readers should also refer to the risk disclosures outlined in the Company’s quarterly reports on Form 10-Q, the Company’s annual reports on Form 10-K, and the Company’s other disclosure documents filed from time-to-time with the Securities and Exchange Commission at www.sec.gov and the Company’s interim and annual filings and other disclosure documents filed from time-to-time on SEDAR at www.sedar.com.

###

About CounterPath

Contacts

Hanna Miller
Vice President, Marketing
hmiller@counterpath.com

Investor Relations
ir@counterpath.com

About OMNIVIGIL

OMNIVIGIL Solutions is a Canada-based manufacturer of technological solutions. For more than 10 years, OMNIVIGIL has been developing advanced telecommunications services and designing solutions to meet the needs of the private and public sectors. The robustness of its services is the result of its research and development activities aimed at meeting the needs of companies that want affordable, high quality, and reliable telecommunication technologies, to stay connected with staff, customers, and partners. OMNIVIGIL’s expertise and technology provides companies with optimized and innovative solutions to meet the growing needs in the field of telecommunications.

Contact

Pascale Fortier

Marketing Coordinator

Pascale.fortier@omnivigil.com

CounterPath Amends Articles of Incorporation

Team CounterPath — Fri, 16 Oct 2020 20:00:47 +0000

VANCOUVER, BC— October 16, 2020 — CounterPath Corporation (“CounterPath” or the “Company”) (NASDAQ: CPAH) (TSX: PATH), a global provider of award-winning Unified Communications and Collaboration (UCC) solutions for enterprises and service providers, today announced that it has amended its articles of incorporation to increase the number of authorized shares of its common stock from 10,000,000 to 50,000,000, by filing a certificate of amendment to articles of incorporation with the Secretary of State of the State of Nevada.

As a result, the total number of shares of all classes of stock which the Company has authority to issue is 150,000,000 shares, consisting of 50,000,000 shares of common stock having a par value of US$0.001 per share and 100,000,000 shares of preferred stock having a par value of US$0.001 per share, and to be issued in such series and to have such rights, preferences, and designation as determined by the board of directors of the Company.

###

About CounterPath

Contacts:

David Karp

Chief Executive Officer

dkarp@counterpath.com

SpeechLogix Partners with CounterPath to Boost Agent Performance and Maximize Efficiency in the Middle East

Team CounterPath — Mon, 05 Oct 2020 12:45:28 +0000

Vancouver, BC, Mississauga, ON — October 5, 2020 — CounterPath Corporation (NASDAQ: CPAH) (TSX: PATH), a global provider of award-winning Unified Communications and Collaboration (UCC) solutions for enterprises and service providers, today announced its Bria® for Call Center solution has enabled SpeechLogix to create the XLogix® Platform, an application for Mac, Windows, Android and iOS that increases agent performance and maximizes efficiency to improve contact center operations. The XLogix Platform provides intelligent routing, so that call center agents can use local numbers to call more than 65 countries. Together, the companies are targeting the overall contact center market, which is expected to reach USD 72.3 billion by 2027, according to a new report by Grand View Research, Inc.[1]

Complemented by Bria for Call Center, the XLogix Platform enhances the agent’s user experience and maximizes overall efficiency. The XLogix Platform allows service providers to lead and innovate with a one-stop platform for Unified Communication and Contact Center as a Service, with advanced localization services available in over 200 countries.

The XLogix Platform is a robust, standalone solution, that is further enhanced by Bria for Call Center. Built on open standards, Bria for Call Center facilitates seamless communication for operators and enterprises.

“The CounterPath softphone solution meets our unique requirements, such as maximizing the efficiency of contact center agents while also being interoperable,” said Nedal Shahin, Head of Global Operations at SpeechLogix Canada. “Having a large customer base of SMEs and enterprises in Saudi Arabia, it was important that our chosen vendor be able to house all network data on our premises. The Stretto Platform, which provisions Bria for Call Center, allows us to do just that from an in-house, centralized location.”

“The XLogix Platform is a clear example of what our Bria for Call Center solution can do for contact centers,” said Todd Carothers, Chief Revenue Officer at CounterPath. “SpeechLogix was able to create the platform by customizing our call features and collaboration tools. It simplifies the user experience for agents and allows contact centers and enterprises to scale cost-effectively.”

The XLogix Platform has been widely deployed across service providers in the Middle East who can choose to customize the solution, if desired. The platform also consists of a collaboration page with regional dial-in numbers listed, allowing end users to avoid any potential toll charges.

To learn more about CounterPath call center solutions, visit the solutions page. For more information on SpeechLogix, visit the website.

###

Forward-Looking Statements

About SpeechLogix

SpeechLogix is a complete solutions provider and combines the latest technologies and innovations through its XLogix Platform, as well as associated services. Its focus is assisting services providers launch and manage turnkey UC and CC services in a changing world. To learn more please visit: http://www.speechlogix.com/.

Contacts:

Issam Mahfoud

Business Development Manager

issam.mahfoud@speechlogix.com

General Sales Mailbox:

Sales@speechlogix.com

Investor Relations:

ir@speechlogix.com

About CounterPath

Contacts

CounterPath

Hanna Miller
Vice President, Marketing
hmiller@counterpath.com

Investor Relations
ir@counterpath.com

[1] Contact Center Software Market Size Worth $72.3 Billion by 2027: https://www.grandviewresearch.com/press-release/global-contact-center-software-market

CounterPath Announces Voting Results for Election of Directors

Team CounterPath — Tue, 29 Sep 2020 20:30:18 +0000

Vancouver, BC — September 29, 2020 — CounterPath Corporation (“CounterPath” or the “Company”) (NASDAQ: CPAH) (TSX: PATH), a global provider of award-winning Unified Communications and Collaboration (UCC) solutions for enterprises and service providers, announced that, at its annual meeting held September 24, 2020 (the “Meeting”), all of the nominees for election as directors of CounterPath referred to in its definitive proxy statement dated August 20, 2020 for the Meeting were elected.

A total of 4,948,893 common shares representing 77.19% of the outstanding common shares were present in person or by proxy at the Meeting. The result of the votes held, either in person or by proxy, were as follows:

Resolution	Vote Type	Total Votes	% Voted
Steven Bruk	For	3,647,725	97.08%
	Against	97,946	2.61%
	Withheld	11,728	0.31%
Chris Cooper	For	3,414,820	90.88%
	Against	322,185	8.57%
	Withheld	20,394	0.54%
Bruce Joyce	For	3,639,484	96.86%
	Against	97,521	2.60%
	Withheld	20,394	0.54%
Owen Matthews	For	3,636,973	96.79%
	Against	108,472	2.89%
	Withheld	11,954	0.32%
Terence Matthews	For	3,636,973	96.79%
	Against	108,472	2.89%
	Withheld	11,954	0.32%
Larry Timlick	For	3,645,529	97.02%
	Against	99,976	2.66%
	Withheld	11,894	0.32%

The results of other matters considered at the Meeting are reported in the Report of Voting Results as filed on SEDAR (www.sedar.com) filed on September 29, 2020 and the Form 8-K as filed on EDGAR (http://www.sec.gov/edgar.shtml), filed on September 29, 2020.

About CounterPath

Contacts:

David Karp

Chief Executive Officer

dkarp@counterpath.com

CounterPath Reports First Quarter Fiscal 2021 Financial Results

Team CounterPath — Thu, 10 Sep 2020 11:45:02 +0000

VANCOUVER, BC, Canada — September 10, 2020 — CounterPath Corporation (NASDAQ: CPAH) (TSX: PATH) (the “Company” or “CounterPath”), a global provider of award-winning Unified Communications and Collaboration (UCC) solutions for enterprises and service providers, today announced the financial and operating results for its first quarter ended July 31, 2020.

First Quarter Fiscal 2021 Financial Highlights (unaudited)

Revenue of $3.4 million for the first quarter of fiscal 2021, an increase of 33% compared to revenue of $2.6 million for the first quarter of fiscal 2020.
Subscription, support and maintenance revenue (revenue of a recurring nature) for the first quarter of fiscal 2021 grew by 46% year-over-year to $2.1 million.
Billings (revenue plus change in deferred revenue) increased by 42% to $3.6 million for the first quarter of fiscal 2021, compared to $2.5 million for the first quarter of fiscal 2020.
Gross margin of 84% in the first quarter of fiscal 2021, compared to gross margin of 80% in the first quarter of fiscal 2020.
Income from operations of $0.3 million for the first quarter of fiscal 2021, compared to loss from operations of $0.7 million for the first quarter of fiscal 2020.
Non-GAAP income from operations of $0.4 million for the first quarter of fiscal 2021, compared to non-GAAP loss from operations of $0.6 million for the first quarter of fiscal 2020.
Net income of $0.0 million, or $0.00 per share for the first quarter of fiscal 2021, compared to net loss of $0.9 million, or $0.16 per share, for the first quarter of fiscal 2020.
Non-GAAP net income of $0.3 million, or $0.04 per share for the first quarter of fiscal 2021, compared to non-GAAP net loss of $0.7 million, or $0.12 per share, for the first quarter of fiscal 2020.
Cash of $2.7 million as of July 31, 2020 compared to $2.4 million as of April 30, 2020.

Management Commentary

“I’m proud of our team as we posted another strong quarter and furthered our goal of increasing our recurring revenue,” said David Karp, CEO. “With recurring revenue (subscriptions, support, and maintenance) growing 46% over the same quarter last year, this portion of our business now represents 61% of our overall revenue. Our channel partner program and Bria Teams are driving our subscription revenue. Offering our software through subscriptions allows us to stay engaged with our customers and grow with them as they deploy our communication software and services, resulting in the increased lifetime value of our customers.”

“The unified communications market is large and incredibly dynamic, and CounterPath holds a strong position in the softphone category. We excel in areas where customers want to leverage existing networks and where deployments are challenging and require unique features, reliable security, and interoperability. We are focused on certain vertical markets to maximize our applications’ value, such as within the health care, retail, call center, and financial markets. We will continue to market our offerings to these higher value verticals over the fiscal year,” continued Karp.

“While there remains uncertainty due to the current disruptions to the economy, we have benefitted from work-from-home initiatives undertaken as a result of the COVID-19 pandemic,” said Karp. “Our pipeline for the current quarter remains steady, and we expect again to see revenue growth over the comparable period last year.”

Recent Business Highlights

On June 11, 2020, the Company announced the completion of a $1.0 million private placement at $3.51 per common share.
On June 15, 2020, the Company repaid $2.0 million of its outstanding loan principal of $4.0 million.
During the quarter, the Company announced that its Bria Enterprise solution has been deployed by UniVista Insurance to facilitate call center communications and by Genesis Financial Solutions’ Virtual Desktop Infrastructure to transition to a new remote working environment.
On July 7, 2020, the Company’s Bria Teams collaboration solution was selected to provide the Maine School Administrative District #60 as a work-from-home communication solution.
On August 20, 2020, the Company announced a partnership with TigerTMS to develop a custom-branded Bria and Stretto Platform solution to replace hotel room phones in the hospitality industry.
On August 28, 2020, the Company announced a $5.0 million at-the-market equity offering program.
On September 1, 2020, the Company announced a partnership with Telico to provide a UC solution to its customers and resellers.

Financial Overview

(All amounts in U.S. dollars and in accordance with accounting principles generally accepted in the United States (“GAAP”) unless otherwise specified – unaudited).

Revenue was $3.4 million for the quarter ended July 31, 2020 compared to $2.6 million for the same quarter in the last fiscal year. Software revenue was $0.8 million compared to $1.0 million for the same quarter in the last fiscal year, subscription, support and maintenance revenue was $2.1 million compared to $1.4 million for the same quarter in the last fiscal year, and professional services and other revenue was $0.5 million compared to $0.1 million for the same quarter in the last fiscal year.

Operating expenses for the quarter ended July 31, 2020 were $3.1 million compared to $3.3 million for the same quarter in the last fiscal year. Operating expenses for the quarter ended July 31, 2020 included non-cash stock-based compensation expense of $0.1 million (2019 – $0.1 million). Cost of sales was $0.6 million for the quarter ended July 31, 2020 compared to $0.5 million for the same quarter in the last fiscal year. Sales and marketing expenses were $0.9 million for the quarter ended July 31, 2020 compared to $1.0 million for the same quarter in the last fiscal year. For the quarter ended July 31, 2020, research and development expenses were $1.0 million and general and administrative expenses were $0.7 million compared to $1.1 million and $0.6 million, respectively, for the same quarter in the last fiscal year.

Interest and other income (expense), net for the quarter ended July 31, 2020, was ($0.3) million compared to ($0.2) million for the quarter ended July 31, 2019. Interest and other income (expense), net for the quarter, included a foreign exchange loss of $0.3 million and interest expense of $0.1 million, offset by a gain on the change in fair value of derivative instruments of $0.2 million. The foreign exchange gain (loss) represents the gain (loss) on account of translation of the intercompany accounts of the Company’s subsidiary which are maintained in Canadian dollars and transactional gains and losses resulting from transactions denominated in currencies other than U.S. dollars.

Net income for the quarter ended July 31, 2020 was $0.0 million, or $0.00 per share, compared to net loss of $0.9 million, or $0.16 per share, for same quarter in the last fiscal year. As at July 31, 2020, the Company had $2.7 million in cash, compared to $2.4 million as at April 30, 2020.

Forward-Looking Statements

This news release contains “forward-looking statements”. Statements in this news release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, outlook, expectations or intentions regarding the future, including the statement that (1) offering the Company’s software through subscriptions allows it to stay engaged with its customers and grow with them as they deploy its communication software and services; (2) subscriptions for the Company’s software increases the lifetime value of the customer; (3) the Company will continue to market its offerings to these higher value verticals over the fiscal year; and (4) the Company’s pipeline remains steady, and for the coming quarter, the Company expects to again see revenue growth over the comparable period last year. It is important to note that actual outcomes and the Company’s actual results could differ materially from those in such forward-looking statements. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others: (1) any direct or indirect negative potential impact or harm that COVID-19 may actually have on the Company’s business or its potential/current clients’ businesses; (2) the lack of cash flow which may affect the Company’s ability to continue as a going concern; (3) the variability in the Company’s sales from reporting period to reporting period due to extended sales cycles as a result of selling the Company’s products through channel partners or the length of time of deployment of the Company’s products by its customers; (4) the Company’s ability to manage its operating expenses, which may adversely affect its financial condition and ability to continue to operate as a going concern; (5) the Company’s ability to remain competitive as other better financed competitors develop and release competitive products; (6) a decline in the Company’s stock price or insufficient investor interest in the Company’s securities which may impact the Company’s ability to raise additional financing as required or may cause the Company to be delisted from a stock exchange on which its common stock trades; (7) the impact of intellectual property litigation that could materially and adversely affect the Company’s business; (8) the success by the Company of the sales of its current and new products; (9) the impact of technology changes on the Company’s products and industry; (10) the failure to develop new and innovative products using the Company’s technologies including the refresh of our Software-as-a Service (SaaS) solution; (11) the potential dilution to shareholders or overhang on the Company’s share price of its outstanding stock options; and (12) continuation or acceleration of the work at home movement. Readers should also refer to the risk disclosures outlined in the Company’s quarterly reports on Form 10-Q, the Company’s annual reports on Form 10-K, and the Company’s other disclosure documents filed from time-to-time with the Securities and Exchange Commission at www.sec.gov and the Company’s interim and annual filings and other disclosure documents filed from time-to-time on SEDAR at www.sedar.com.

About CounterPath

Contacts:

David Karp

Chief Executive Officer

dkarp@counterpath.com

###

(TABLES TO FOLLOW)

Non-GAAP Financial Measures

This news release contains “non-GAAP financial measures”. The non-GAAP financial measures in this news release consist of non-GAAP loss from operations which excludes non-cash stock-based compensation relative to loss from operations calculated in accordance with GAAP and non-GAAP net loss which excludes non-cash stock-based compensation, foreign exchange gain (loss) and change in fair value of derivative instruments relative to net loss calculated in accordance with GAAP. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. CounterPath utilizes both GAAP and non-GAAP financial measures to assess what it believes to be its core operating performance and to evaluate and manage its internal business and assist in making financial operating decisions. CounterPath believes that the inclusion of non-GAAP financial measures, together with GAAP measures, provides investors with an alternative presentation useful to investors’ understanding of CounterPath’s core operating results and trends.

CounterPath Announces $5 Million At-The-Market Equity Offering Program

Team CounterPath — Fri, 28 Aug 2020 21:37:12 +0000

VANCOUVER, BC, Canada — August 28, 2020 — CounterPath Corporation (NASDAQ: CPAH) (TSX: PATH) (the “Company” or “CounterPath”), a global provider of award-winning Unified Communications and Collaboration (UCC) solutions for enterprises and service providers, is pleased to announce that it has filed a prospectus supplement with the Securities and Exchange Commission (“SEC”), pursuant to which it may offer and sell shares of its common stock (the “Shares”) having an aggregate offering price of up to $5,000,000 from time to time through an “at-the-market” equity offering program (the “ATM Program”). The Company currently intends to use the net proceeds from sales of the Shares under the ATM Program for general corporate purposes, which may include repayment of indebtedness, increasing working capital or financing acquisitions and capital expenditures. The timing of any sales will depend on a variety of factors.

The Shares will be offered through A.G.P./Alliance Global Partners (“A.G.P.”), as sole sales agent. A.G.P. may sell Shares by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415 of the Securities Act of 1933, as amended, by means of ordinary brokers’ transactions on the Nasdaq Stock Market and such other sales as agreed upon by the Company and A.G.P. Sales may be made at market prices prevailing at the time of the sale, at prices related to prevailing market prices or at negotiated prices and, as a result, sales prices may vary. No sales of Shares will be made in Canada, to anyone known by A.G.P. to be a resident of Canada or over or through the facilities of the Toronto Stock Exchange. Under the terms of the sales agreement entered into between the Company and A.G.P., A.G.P. will be entitled to a commission at a fixed rate of 3.0% of the gross proceeds from each sale of Shares under the agreement.

The Company’s prospectus supplement filed today with the SEC adds to, updates or otherwise changes information contained in the accompanying prospectus contained in a shelf registration statement on Form S-3 (File No. 333-236604) for the offering of Shares. Prospective investors should read the prospectus, the prospectus supplement and other documents the Company has filed with the SEC (some of which are incorporated by reference into the prospectus and prospectus supplement) for more complete information about the Company and the ATM Program. Before making an investment decision regarding the Shares, please read the prospectus, including the related prospectus supplement, and other documents the company has filed, or will be filed, with the SEC for more complete information about the company, the Shares and the ATM Program. Copies of the prospectus, the prospectus supplement and the registration statement may be obtained, without charge, by visiting the SEC’s website at www.sec.gov or by contacting: A.G.P./Alliance Global Partners, at 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of these securities, in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About CounterPath

Contacts:

David Karp

Chief Executive Officer

Email: dkarp@counterpath.com

Tel: (604) 628-9364