MONTREAL, July 9, 2021 /CNW/ - Carebook Technologies Inc. (“Carebook” or the “Company“) (TSXV: CRBK) (OTCPK: CRBKF) (XETR: PMM1), a leading Canadian digital health company offering innovative digital health and virtual care solutions for pharmacies, employers and benefit providers, today announced that Dr. Sheldon Elman, Executive Chairman of Carebook, purchased additional common shares of Carebook (“Common Shares“) through an entity controlled by him, and also announced that the Company has agreed to extend the expiry date of certain Common Share purchase warrants indirectly owned by Dr. Sheldon Elman and Mr. Stuart M. Elman, director of Carebook.
Purchase of Shares by Insiders
Dr. Sheldon Elman has purchased 76,667 Common Shares (the “Acquired Shares“) at a price of $1.23 per Acquired Share for an aggregate purchase price of $94,300. The transaction was completed in a private transaction pursuant to the private agreement exemption from the formal take-over bid requirements of National Instrument 62-104 – Take-Over Bids and Issuer Bids, on the basis that the Acquired Shares were acquired from less than five vendors at a purchase price not exceeding 115% of the then market price of the Common Shares.
On November 25, 2020, Dr. Sheldon Elman and Mr. Stuart M. Elman filed an early warning report on Form 62-103F1 under the Company’s profile on SEDAR at www.sedar.com in respect of the purchases made by them on November 24, 2020. The purchases made by them since that date do not trigger the requirement to file an additional early warning report.
Extension of Warrants Held by Insiders
The Company has agreed to extend for an additional two-year period the expiry date of 2,156,265 Common Share purchase warrants expiring July 29, 2021 owned by MedTech Investment, L.P. an entity controlled by Dr. Sheldon Elman and Mr. Stuart M. Elman (the “Warrants“). The Warrants will therefore expire on July 29, 2023 and will not be able to be extended further beyond July 29, 2023. All other terms and conditions of the Warrants remain unchanged, including the exercise price of $1.2429 per Common Share.
The Company believes that the extension of the expiry date of the Warrants is reasonable and necessary in the context of the market, as it increases the likelihood that the Company will be financed through the exercise of the Warrants. The decision to extend the expiry date of the Warrants was unanimously approved by the board of directors of the Company (with Dr. Sheldon Elman and Mr. Stuart M. Elman abstaining from deliberations and voting).
The Company has obtained conditional approval from the TSX Venture Exchange to proceed with the extension of the expiry date of the Warrants, which remains subject to final approval by the TSX Venture Exchange.
About Carebook Technologies
Our core is science. Our solutions are accessible. Our mission is to empower people.
Built on a powerful health platform, Carebook creates highly engaging, customer-centric digital solutions for pharmacies, employers, and benefits providers. Based in Montreal and led by a world-class team and Board with extensive global business and healthcare industry experience, Carebook’s core is science and technology, its philosophy is people-first, and its goal is accessible, connected health for everyone. On April 6, 2021, Carebook announced the closing of its acquisition of InfoTech Inc., doing business as Wellness Checkpoint®. InfoTech is a recognized global leader in health and productivity risk management. InfoTech’s proprietary software platform Wellness Checkpoint, IP and metrics are supported by advanced analytics and focus on employees’ physical health, mental health and well-being, and their impact on work and business effectiveness. InfoTech’s significant international client base will contribute to the growth of Carebook’s global footprint. Carebook’s shares trade on the TSXV under the symbol “CRBK” and the Company’s shares also trade on the OTC Markets under the symbol CRBKF and Frankfurt Stock Exchange under the symbol PMM1.
Notice regarding forward-looking statements:
This release includes forward-looking information within the meaning of Canadian securities laws regarding Carebook, its subsidiaries and their business. 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. 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 the risk factors identified in the Company’s management’s discussion and analysis for the year ended December 31, 2020 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, supply chain and availability of materials, mobility and shipping of materials and or products, access to debt and equity capital and other factors.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Carebook Technologies Inc.