MONTREAL, May 17, 2022 /CNW Telbec/ – Carebook Technologies Inc. (“Carebook” or the “Company“) (TSXV: CRBK) (OTCPK: CRBKF) (XFRA: PMM1), a leading Canadian provider of innovative digital health solutions, is pleased to announce the completion of its rights offering (the “Rights Offering“), which expired at 5:00 pm (Eastern Time) on May 12, 2022. The Rights Offering resulted in the issuance of 17,107,749 common shares of Carebook at a price of $0.15 per share for proceeds to the Company of approximately $2.57 million.
A total of 9,910,664 common shares were issued pursuant to the basic subscription privilege of the Rights Offering. Of these, 9,304,325 common shares were issued to insiders of Carebook and 606,339 common shares were issued to all other persons. A total of 7,197,085 common shares were issued pursuant to the additional subscription privilege of the Rights Offering. Of these, 6,978,982 common shares were issued to insiders of Carebook and 218,103 common shares were issued to all other persons.
In accordance with the terms of the stand-by commitment agreement (the “Stand-by Commitment Agreement“) dated April 11, 2022 between the Company and UIL Limited (“UIL“), the Company also issued 12,892,251 additional common shares to UIL, at a price of $0.15 per share, for additional proceeds to the Company of approximately $1.93 million, resulting in the Company receiving aggregate proceeds of $4.5 million under the Rights Offering. UIL was also issued 193,383 common share purchase warrants (the “Warrants“) pursuant to the Stand-by Commitment Agreement. Each Warrant entitles UIL to purchase one (1) common share at a price of $0.16 per share at any time within 24 months of their issuance.
Following closing of the Rights Offering and including the common shares issued to UIL pursuant to the Stand-by Commitment Agreement, Carebook now has 77,752,356 common shares issued and outstanding.
To the knowledge of Carebook, after reasonable inquiry, no person became a new insider of Carebook from the distribution under the Rights Offering. Carebook did not pay any fees or commissions in connection with the distribution of securities in the Rights Offering.
The proceeds from the Rights Offering will be used by the Company to repay indebtedness, for working capital and other general corporate purposes.
UIL and SAYKL Investments Ltd. (“SAYKL“) are providing the following additional information pursuant to the early warning requirements of applicable Canadian securities laws:
UIL is a London Stock Exchange listed investment company of which Mr. Alasdair Younie, a director of the Company, is a representative. Immediately prior to completion of the Rights Offering, UIL beneficially owned or exercised control or direction over, directly or indirectly, 14,220,200 common shares, representing 29.8% of the issued and outstanding common shares. UIL also owned, or had director or control over 5,500,000 warrants to purchase common shares.
Following completion of the Rights Offering, UIL beneficially owns or exercises control or direction over, directly or indirectly, 36,046,167 common shares, representing 46.4% of the issued and outstanding common shares, as well as 5,693,383 warrants to purchase common shares. Assuming the exercise in full of the warrants held by UIL, UIL would own, or have direction or control over, 41,739,550 common shares, representing 50.0% of the then issued and outstanding common shares on a partially diluted basis.
SAYKL is a private investment company controlled by Dr. Sheldon Elman, Chair of the Company and Stuart M. Elman, director of the Company. Immediately prior to completion of the Rights Offering, SAYKL beneficially owned or exercised control or direction over, directly or indirectly, jointly with its affiliates, 17,366,330 common shares, representing 36.4% of the issued and outstanding common shares. SAYKL and its affiliates also own or exercise control or direction over 330,000 common shares issuable upon exercise of stock options of which 288,750 have vested and 2,617,214 common share purchase warrants.
Following completion of the Rights Offering, SAYKL beneficially owns or exercises control or direction over, directly or indirectly, 24,032,996 common shares, representing 30.9% of the issued and outstanding common shares, as well as 330,000 common shares issuable upon exercise of stock options of which 288,750 have vested and 2,617,214 common share purchase warrants. Assuming the exercise in full of the stock options and warrants, SAYKL would own, or have direction or control over, 26,980,210 common shares representing in the aggregate 33.4% of the issued and outstanding common shares on a partially diluted basis.
The common shares issued under the Rights Offering to each of UIL and SAYKL, and the common shares issued under the Stand-by Commitment Agreement to UIL, were acquired for investment purposes. UIL and SAYKL may, from time to time, depending on market and other conditions, increase or decrease their respective beneficial ownership, control or direction over common shares or other securities of Carebook through market transactions, private agreements, or otherwise.
In accordance with National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, each of SAYKL and UIL will file an early warning report regarding this transaction on the System for Electronic Document Analysis and Review (SEDAR) at www.sedar.com under Carebook’s issuer profile. Carebook’s head office is located at 1400-2045 Stanley Street, Montreal, Quebec H3A 2V4.
Carebook’s digital health platform empowers its clients and more than 3.5 million members to take control of their health journey. During 2021, the Company completed the acquisitions of InfoTech Inc., a global leader in health and productivity risk management, and CoreHealth Technologies Inc., owner of an industry-leading wellness platform. In combination, these companies create an end-to-end digital health platform that includes both assessment tools and the technology to deliver complementary solutions. Carebook’s shares trade on the TSXV under the symbol “CRBK,” on the OTC Markets under the symbol “CRBKF,” and on the Open Market of the Frankfurt Stock Exchange under the symbol “PMM1.”
The TSXV has not reviewed and does not accept responsibility for the adequacy of the content of the information contained herein. Neither TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
This release includes forward-looking information and forward-looking statements within the meaning of Canadian securities laws regarding Carebook, its subsidiaries and their business, including statements regarding the proposed use by Carebook of the proceeds of the Rights Offering. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “is expected”, “expects”, “scheduled”, “intends”, “contemplates”, “anticipates”, “believes”, “proposes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such statements are based on the current expectations of the management of Carebook and are based on assumptions and subject to risks and uncertainties. Although the management of Carebook believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect, and undue reliance should not be placed on such forward-looking statements. The forward-looking statements reflect the Company’s current views with respect to future events based on currently available information and are inherently subject to risks and uncertainties. The forward-looking events and circumstances discussed in this release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company, including economic factors, management’s ability to manage and to operate the business of Carebook, management’s ability to successfully integrate the Company’s completed acquisitions and to realize the synergies of such acquisitions, management’s ability to successfully complete product studies, the equity markets generally and risks associated with growth and competition, as well as the risk factors identified in the Company’s management’s discussion and analysis for the year ended December 31, 2021 and described under the heading “Item 21 – Risk Factors” in the Listing Application of the Company dated September 28, 2020, each of which can be found on SEDAR under the Company’s profile at www.sedar.com. Although Carebook has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Carebook does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. In addition, the current situation and future developments with respect to the COVID-19 pandemic could cause certain of the assumptions and information set forth herein or the fact that on which such assumptions are based to differ materially from previous expectations including in respect of demand for our products, access to debt and equity capital and other factors.
SOURCE Carebook Technologies Inc.