CALGARY,AB, October 31, 2022/CNW/ – Comprehensive Healthcare Systems Inc. (TSXV: CHS) (the “Company” or “CHS”) is pleased to announce that it has closed the first tranche of its non-brokered private placement (the “Private Placement”) announced on October 17, 2022. Pursuant to thePrivate Placement, CHS intends to issue up to 30,000,000 units of the company(the “Units”) for gross proceeds of up to $1,500,000. Under the first tranche, the Company issued 14,980,000 Units at a price of $0.05 for gross proceeds of $749,000.
Each Unit consists of one common share in the capital of CHS (a “Share”)and a transferable common share purchase warrant (a “Warrant”). Each Warrant is exercisable for a period of 24 months from the date it was issued (the “ExercisePeriod”). Each Warrant entitles the holder to purchase one Share (a “Warrant Share”) at a price of $0.10 perWarrant Share for the first 12 months of the Exercise Period and at a price of $0.15per Warrant Share between 12 and 24 months of the Exercise Period.
In connection with the closing of the First Tranche, certain arm’s length finders (collectively, the “Finders”) received fees equal to 7% of the gross proceeds for certain subscribers that were brought by those Finders for an aggregate total of $33,880. Additionally, the Finders were issued an aggregate of 677,600warrants expiring twenty-four months from the date of issuance (the “Finder Warrants”). Each Finder Warrant entitles the holder thereof to subscribe for one Warrant Share at a price of$0.10 per Warrant Share for the first 12 months of the Exercise Period and at a price of $0.15 per Warrant Share between 12 and 24 months of the ExercisePeriod.
The Company anticipates completing further closings of the Private Placement as subscriptions are received.Each closing is subject to a number of conditions, including, without limitation, approval of the TSXV, and receipt of all necessary corporate and regulatory approvals.
The securities issued under the Private Placement are offered by way of private placement in such provinces and/or territories of Canada, as may be determined by the Company, pursuant to applicable exemptions from the prospectus requirements under applicable securities laws. All securities issued under the Private Placement will be subject to a hold period that will expire four months and one day from the date of the applicable closing of the Private Placement.
The net proceeds of the Private Placement will be used for general corporate and working capital purposes and may also be used to fund the purchase price for the acquisition ofProfessional Benefit Administrators West, LLC, an Oklahoma limited liability company d/b/a Benveo (the “Benveo Acquisition”). For further details on the Benveo Acquisition, please refer to the Company’s press releases datedSeptember 22, 2022.
About Comprehensive Healthcare Systems Inc.
Comprehensive Healthcare Systems Inc. is a corporation incorporated under the laws of the Province of Alberta and is the parent company of Comprehensive Healthcare Systems Inc. (Delaware). The Company is a vertically integrated software as a services (SaaS)company focused on digitizing healthcare with Telehealth and HealthcareBenefits Administration solutions, providing reliable and high-volume transaction capable systems. The Company’s state-of-the-art Novus 360 Healthcare Welfare and Benefits Administration (HWBA) SaaS platform is used by clients for all aspects of healthcare benefits administration (including self-funded employers, hospitals, doctors, and labor unions, through various corporations in which the majority shareholder has controlling ownership), providing healthcare administrative software, licensing and maintenance services.
COMPREHENSIVE HEALTHCARE SYSTEMS INC.
This press release contains “forward-looking statements” with in the meaning of applicable securities laws. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “budget,”“believe,” “project,” “estimate,” “expect,” “scheduled,” “forecast,”“strategy,” “future,” “likely,” “may,” “to be,” “could,”, “would,” “should,”“will” and similar references to future periods or the negative or comparable terminology, as well as terms usually used in the future and the conditional.Examples of forward-looking statements in this news release include the completion of further tranches of the Private Placement and the intended use of the proceeds of the Private Placement. These forward-looking statements are based on assumptions as of the date they are provided, including assumptions that further closings of the Private Placement will proceed and that all necessary regulatory approval will be obtained. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
Additionally, there are known and unknown risk factors that could cause the Company’s actual results and financial conditions to differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important risk factors that could cause actual results and financial conditions to differ materially from those indicated in the forward-looking statements include, among others: that regulatory approval, including that of the TSXV, is not obtained; that the closing conditions for completion of the Private Placement are not satisfied; general economic, market and business conditions in Canada and globally; market volatility; unforeseen delays in the timelines for any of the transactions or events described in this press release; and the risk of regulatory changes that may impact the business of the Company. All forward-looking information is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking statement or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.
Neither the TSXVenture Exchange nor its RegulationService Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.