CALGARY, Alta., October 17, 2022 /CNW/ – Comprehensive Health Care Systems Inc. (TSXV:CHS) (the “Company” Where “CHS“) is pleased to announce a non-brokered private placement (the “Private placement“) of 30,000,000 units of the Company (the “Units“) at $0.05 per unit for gross proceeds of up to $1.5 million. At its discretion, the Company may, in the context of the market, increase the size of the Private Placement in accordance with the policies of the TSX Venture Exchange (the “TSXV“).

The Company has reserved the price of the Private Placement by filing a price reservation form with the TSXV on October 12, 2022. The Private Placement is expected to close on or around October 31, 2022subject to adjustment at the discretion of the Company.

Each unit will consist of one common share in the capital of CHS (a “To share“) and a transferable mandate (a “To guarantee“). Each Warrant will be exercisable for a period of 24 months from the date of issue of the Warrant (the “exercise period“). Each Warrant will allow its holder to purchase one Share (a “Warrant action“) at the price of $0.10 per BSA Share during the first 12 months of the Exercise Period and at the price of $0.15 per BSA Share between 12 and 24 months of the Exercise Period.

The Company will pay the eligible arm’s length parties (each a “Searcher“) a cash commission equal to 7% of the total value of the Units sold under the Private Placement in respect of subscriptions referred to the Company or originating directly from the Intermediary and issued at closing (the “Intermediary feesThe Company will also issue to each Finder such number of Warrants, expiring twenty-four months from the date of issue, to purchase such number of additional Warrant Shares equal to 7% of the number of subscriptions of units referred to or directly provided by the Intervener to the Company (the “Intermediation mandates“) as part of the Private Placement. Each Warrant Finder will allow its holder to subscribe to one Warrant Share at the price of $0.10 per BSA Share during the first 12 months of the Exercise Period and at the price of $0.15 per BSA Share between 12 and 24 months of the Exercise Period.

The Company may complete the Private Placement through the closing of several tranches. The closing of the private placement is subject to a number of conditions, including, without limitation, the approval of the TSXV and the receipt of all necessary corporate and regulatory approvals.

The securities issued under the private placement are offered by way of private placement in the provinces and/or territories of Canada as determined by the Company and to certain subscribers United States and outside United States, in each case pursuant to applicable exemptions from prospectus requirements under applicable securities laws. All securities issued pursuant to the private placement will be subject to a hold period which will expire four months and one day from the applicable closing date of the private placement.

The net proceeds from 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 of Professional Benefit Administrators West, LLC, a Oklahoma limited liability company d/b/a Benveo (the “Benveo Acquisition”). For more details on the acquisition of Benveo, please see the Company’s press releases dated September 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 service (SaaS) company focused on digitizing healthcare with telehealth and healthcare benefit administration solutions, delivering reliable systems capable of processing large volumes. The Company’s industry-leading Novus 360 Healthcare Welfare and Benefits Administration (HWBA) SaaS platform is used by customers for all aspects of healthcare benefits administration (including self-funded employers, hospitals, doctors and trade unions, through various companies controlled by the majority shareholder), providing health administrative software, licensing and maintenance services.


This press release contains “forward-looking statements” within the meaning of applicable securities laws. Forward-looking statements can be identified by words such as: “anticipate”, “intend”, “plan”, “budget”, “believe”, “project”, “estimate”, “expect”, “planned” , “forecast”, “strategy”, “future”, “probable”, “may”, “be”, “could”, “would”, “should”, “shall” and similar references to future periods or negative periods or comparable terminology, as well as terms commonly used in the future and conditional Examples of forward-looking statements contained in this press release include: (i) the completion of the Private Placement; (ii) the payment of the Finder’s Fee and the issuance of the Finder Warrants; (iii) the receipt of TSXV approval; (iv) the jurisdictions of the Private Placement; (v) the intended use of the proceeds of the Private Placement; and (vi) the possibility for the Company to increase the size of the Private Placement These forward-looking statements are based on assumptions as of the date on which e they are provided, including assumptions that the private placement will proceed and that all necessary regulatory approvals will be obtained. However, there can be no assurance that these assumptions will reflect the actual outcome of such items or factors.

In addition, there are known and unknown risk factors that could cause the actual results and financial conditions of the Company to differ materially from those indicated in the forward-looking statements. Accordingly, you should not rely on any such forward-looking statements. Important risk factors that could cause actual results and financial conditions to differ materially from those set forth in the forward-looking statements include, among others: that regulatory approval, including that of the TSXV, is not obtained; that the closing conditions for the completion of the Private Placement have not been met; general economic, market and business conditions in Canada and globally; Market volatility; unforeseen delays in the timing of any of the transactions or events described in this press release; and the risk of regulatory changes that may affect the Company’s business. All forward-looking information is qualified in its entirety by this cautionary statement, and the Company undertakes no obligation to revise or update such forward-looking statements or to publicly announce the result of any revision of any of the forward-looking information contained in present. to reflect future results, events or developments, except as required by 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.

SOURCE Comprehensive Healthcare Systems Inc.


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