Protech Home Medical Corp. (the “
Company”) (TSXV:
PTQ) (OTCQX: PTQQF) is pleased to announce that it has filed the
preliminary prospectus in connection with its previously announced
bought deal public offering (the “
Public
Offering”) of units (“
Units”) of the
Company. In addition, the Company announces that it anticipates
completing, concurrent with the Public Offering: (i) a brokered
private placement of 1,750,000 Units (the “
Brokered Private
Placement”) conducted by a syndicate of agents (the
“
Agents”) led by Beacon Securities Limited
(“
Beacon”), as sole bookrunner, and Canaccord
Genuity Corp., and (ii) a non-brokered private placement of 927,826
Units (the “
Non-Brokered Private Placement”, and
together with the Brokered Private Placement, the
“
Concurrent Private
Placements”), with Gregory Crawford, Chairman and CEO of
the Company, and Mark Greenberg, a director of the Company.
Each Unit issued in connection with the
Concurrent Private Placements will be sold at a price of $1.15 (the
“Issue Price”) and will consist of one common
share of the Company (a “Common Share”) and
one-half of one common share purchase warrant of the Company (each
whole warrant, a “Warrant”). Each Warrant will be
exercisable to acquire one Common Share for a period of 12 months
following the closing of the Concurrent Private Placements at an
exercise price of $1.60 per share. While closing of the Concurrent
Private Placements is conditional upon the closing of the Public
Offering, the closing of the Public Offering is not conditional
upon the closing of the Concurrent Private Placements.
The Company intends to use the proceeds of the
Offering and the Concurrent Private Placements for working capital
and general corporate purposes. The Offering and Concurrent Private
Placements are expected to close on or about June 23, 2020 and are
subject to certain closing conditions including, but not limited
to, the receipt of all necessary regulatory and stock exchange
approvals, including the approval of the TSX Venture Exchange (the
“Exchange”) and the applicable securities
regulatory authorities.
The securities issuable under the Concurrent
Private Placements will be subject to resale restrictions,
including, a Canadian and, in the case of the Non-Brokered Private
Placement, an Exchange four-month hold period.
By virtue of the anticipated participation of
Gregory Crawford and Mark Greenberg, each an insider of the
Company, the Non-Brokered Private Placement constitutes a "related
party transaction", as defined under Multilateral Instrument 61-101
(“MI 61-101”). The Non-Brokered Private Placement
will be exempt from the formal valuation and minority shareholder
approval requirements of MI 61-101 as neither the fair market value
of any securities issued to nor the consideration paid by such
insiders would exceed 25% of the Company’s market
capitalization.
In connection with the issue and sale of the
Units pursuant to the Brokered Private Placement, the Agents will
receive from the Company (i) a cash commission equal to 5.5% of
the aggregate gross proceeds from the sale of the Units under the
Brokered Private Placement, and (ii) non-transferable compensation
options entitling the Agents to purchase that number of Common
Shares as is equal to 5.5% of the number of Units sold under the
Brokered Private Placement, at an exercise price of $1.15 per
Common Share exercisable for a period of twenty-four (24) months
from the closing. The compensation options and underlying Common
Shares will be subject to a Canadian four-month hold period.
The securities referred to in this news release
have not been, nor will they be, registered under the United States
Securities Act of 1933, as amended, and may not be offered or sold
within the United States or to, or for the account or benefit of,
U.S. persons absent U.S. registration or an applicable exemption
from the U.S. registration requirements. This press release does
not constitute an offer for sale of securities, nor a solicitation
for offers to buy any securities in the United States, nor in any
other jurisdiction in which such offer, solicitation or sale would
be unlawful. Any public offering of securities in the United States
must be made by means of a prospectus containing detailed
information about the company and management, as well as financial
statements.
ABOUT PROTECH HOME MEDICAL
CORP.
The Company provides in-home monitoring and
disease management services including end-to-end respiratory
solutions for patients in the United States healthcare market. It
seeks to continue to expand its offerings to include the management
of several chronic disease states focusing on patients with heart
or pulmonary disease, sleep disorders, reduced mobility and other
chronic health conditions. The primary business objective of the
Company is to create shareholder value by offering a broader range
of services to patients in need of in-home monitoring and chronic
disease management. The Company’s organic growth strategy is to
increase annual revenue per patient by offering multiple services
to the same patient, consolidating the patient’s services and
making life easier for the patient.
Forward-Looking Statements
Certain statements contained in this press
release constitute "forward-looking information" as such term is
defined in applicable Canadian securities legislation. The words
"may", "would", "could", "should", "potential", "will", "seek",
"intend", "plan", "anticipate", "believe", "estimate", "expect" and
similar expressions as they relate to the Company, including: the
Offering and Concurrent Private Placements, the use of the net
proceeds from the Offering and Concurrent Private Placements, the
timing and ability of the Company to close the Offering and
Concurrent Private Placements, if at all, the number of Units
offered or sold, the gross proceeds of the Offering and Concurrent
Private Placements, the timing and ability of the Company to obtain
all necessary approvals, if at all, and the terms and jurisdictions
of the Offering and Concurrent Private Placements; are intended to
identify forward-looking information. All statements other than
statements of historical fact may be forward-looking information.
Such statements reflect the Company's current views and intentions
with respect to future events, and current information available to
the Company, and are subject to certain risks, uncertainties and
assumptions, including, without limitation: receipt of subscription
agreements and subscription funds for the Concurrent Private
Placements; and the timing and ability of the Company to close the
Offering and Concurrent Private Placements and to obtain all
necessary approvals, if at all. Many factors could cause the actual
results, performance or achievements that may be expressed or
implied by such forward-looking information to vary from those
described herein should one or more of these risks or uncertainties
materialize. Examples of such risk factors include, without
limitation: credit; market (including equity, commodity, foreign
exchange and interest rate); liquidity; operational (including
technology and infrastructure); reputational; insurance; strategic;
regulatory; legal; environmental; capital adequacy; the general
business and economic conditions in the regions in which the
Company operates; the ability of the Company to execute on key
priorities, including the successful completion of acquisitions,
business retention, and strategic plans and to attract, develop and
retain key executives; difficulty integrating newly acquired
businesses; the ability to implement business strategies and pursue
business opportunities; low profit market segments; disruptions in
or attacks (including cyber-attacks) on the Company's information
technology, internet, network access or other voice or data
communications systems or services; the evolution of various types
of fraud or other criminal behavior to which the Company is
exposed; the failure of third parties to comply with their
obligations to the Company or its affiliates; the impact of new and
changes to, or application of, current laws and regulations;
decline of reimbursement rates; dependence on few payors; possible
new drug discoveries; a novel business model; dependence on key
suppliers; granting of permits and licenses in a highly regulated
business; the overall difficult litigation environment, including
in the U.S.; increased competition; changes in foreign currency
rates; increased funding costs and market volatility due to market
illiquidity and competition for funding; the availability of funds
and resources to pursue operations; critical accounting estimates
and changes to accounting standards, policies, and methods used by
the Company; the occurrence of natural and unnatural catastrophic
events and claims resulting from such events; and risks related to
COVID-19 including various recommendations, orders and measures of
governmental authorities to try to limit the pandemic, including
travel restrictions, border closures, non-essential business
closures, quarantines, self-isolations, shelters-in-place and
social distancing, disruptions to markets, economic activity,
financing, supply chains and sales channels, and a deterioration of
general economic conditions including a possible national or global
recession; as well as those risk factors discussed or referred to
in the Company’s disclosure documents filed with the securities
regulatory authorities in certain provinces of Canada and available
at www.sedar.com. Should any factor affect the Company in an
unexpected manner, or should assumptions underlying the
forward-looking information prove incorrect, the actual results or
events may differ materially from the results or events predicted.
Any such forward-looking information is expressly qualified in its
entirety by this cautionary statement. Moreover, the Company does
not assume responsibility for the accuracy or completeness of such
forward-looking information. The forward-looking information
included in this press release is made as of the date of this press
release and the Company undertakes no obligation to publicly update
or revise any forward-looking information, other than as required
by applicable law.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
For further information please contact:
Cole Stevens VP of Investor Relations Protech Home Medical Corp.
859-300-6455 cole.stevens@myphm.com
Gregory Crawford Chief Executive Officer Protech Home Medical
Corp. 859-300-6455 investorinfo@myphm.com
Protech Home Medical (TSXV:PTQ)
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Protech Home Medical (TSXV:PTQ)
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