HEALWELL AI Announces Closing of $8 Million Bought Deal Private Placement
Toronto, Ontario--(Newsfile Corp. - October 17, 2023) - HEALWELL AI Inc. (TSX: AIDX) ("HEALWELL" or the "Company") is pleased to announce that it has closed its previously announced "bought deal" private placement financing of 13,333,400 Class A subordinate voting shares of the Company (the "Shares") at a price of $0.60 per Share, for aggregate gross proceeds of $8,000,040 (the "Offering"). The Offering was conducted on a "bought deal" private placement basis by Eight Capital, as lead underwriter and sole bookrunner, together with Stifel Nicolaus Canada Inc., Canaccord Genuity Corp. and PI Financial Corp., as underwriters (collectively with Eight Capital, the "Underwriters", and each individually, an "Underwriter").
The Company intends to use the net proceeds of the Offering for general corporate and working capital purposes.
In consideration for the services provided to Company by the Underwriters in connection with the Offering, the Company paid to the Underwriters, cash commissions in the aggregate amount of approximately $418,800 and issued an aggregate of 699,801 non-transferable compensation warrants (the "Compensation Warrants") to the Underwriters, with each such Compensation Warrant exercisable to acquire one additional Share at an exercise price of $0.75 for a period of 24 months following closing of the Offering.
The Offering is subject to the final approval of the Toronto Stock Exchange. The Shares issued under the Offering were offered to purchasers pursuant to: (i) the listed issuer financing exemption (the "Listed Issuer Financing Exemption") under Part 5A of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") in the amount of 8,333,000 Shares (the "LIFE Shares"), in all the provinces of Canada, except Québec; and (ii) other applicable exemptions from the prospectus requirements under NI 45-106 in the amount of 5,000,400 Shares (the "Hold Shares"). The LIFE Shares are not subject to resale restrictions and each of the Hold Shares, Compensation Warrants and Shares issuable upon exercise of the Compensation Warrants are subject to the statutory hold period of four months and one day from the date of issuance, in each case, in accordance with applicable Canadian securities laws.
An offering document related to the portion of the Offering conducted under the Listed Issuer Financing Exemption has been filed on the Company's profile on SEDAR+ at (www.sedarplus.ca) and on the Company's website at www.healwell.ai.
Certain insiders of the Company (the "Participating Insiders") participated in the Offering for an aggregate amount 698,294 Hold Shares. Such participation is considered a related party transaction within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). In completing the Offering, the Company relied on the applicable exemptions from the formal valuation and minority security holder approval requirements available under Sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, on the basis that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Offering, insofar as it involves the Participating Insiders, exceeds 25% of the Company's market capitalization calculated in accordance with MI 61-101. The Company did not file a material change report 21 days prior to the closing of the Offering as the details relating to the participation of the Participating Insiders were not settled until shortly prior to the closing of the Offering. Further information regarding the Offering will be provided in a material change report to be filed by the Company.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful. No securities may be offered or sold to, or for the account or benefit of persons in the United States or to any U.S. persons or in any other jurisdiction in which such offer or sale would be unlawful absent registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and any applicable state securities laws or an exemption therefrom or qualification under the securities laws of such other jurisdiction or an exemption therefrom. "United States" and "U.S. persons" shall have the meaning given to them in Regulation S under the U.S. Securities Act.
About HEALWELL AI Inc.
HEALWELL AI is a healthcare technology company focused on AI and data science for preventative care. Our mission is to improve healthcare and save lives through early identification and detection of disease. As a physician led organization with a proven management team of experienced executives, HEALWELL AI is executing a strategy centered around developing and acquiring technology and clinical sciences capabilities that complement the company's roadmap. HEALWELL is publicly traded on the Toronto Stock Exchange under the symbol "AIDX". For more information, visit www.HEALWELL.ai.
Chief Executive Officer
Cautionary Note Regarding Forward-Looking Information
Certain statements in this press release constitute "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities laws and are based on assumptions, expectations, estimates and projections as of the date of this press release. Forward-looking statements in this press release include statements with respect to, among others, the Company's business strategy, plans and other expectations, beliefs, goals, objectives, and information and statements about possible future events, including the final approval of the Toronto Stock Exchange and intended use of proceeds of the Offering. Forward-looking statements are often, but not always, identified by words or phrases such as "expects", "is expected", "anticipates", "believes", "plans", "projects", "estimates", "assumes", "intends", "strategies", "targets", "goals", "mission", "forecasts", "objectives", "budgets", "schedules", "potential" or variations thereof or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions. Forward-looking statements are necessarily based upon management's perceptions of historical trends, current conditions and expected future developments, as well as a number of specific factors and assumptions that, while considered reasonable by the Company as of the date of such statements, are outside of the Company's control and are inherently subject to significant business, economic and competitive uncertainties and contingencies which could result in the forward-looking statements ultimately being entirely or partially incorrect or untrue. Forward-looking statements contained in this press release are based on various assumptions and factors, including that the risk factors noted below, collectively, do not have a material impact on the Company's business, operations, revenues and/or results. By their nature, forward-looking statements are subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct, and that objectives, strategic goals and priorities will not be achieved.
Known and unknown risk factors, many of which are beyond the control of the Company, could cause the actual results of the Company to differ materially from the results, performance, achievements or developments expressed or implied by such forward-looking statements. Such risk factors include but are not limited to those factors which are discussed under the section entitled "Risk Factors" in the Company's most recent annual information form which is available under the Company's SEDAR+ profile at www.sedarplus.ca. The risk factors are not intended to represent a complete list of the factors that could affect the Company and the reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providing information about management's expectations and plans relating to the future. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law. All of the forward-looking statements contained in this press release are qualified by these cautionary statements.
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