/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
CINCINNATI, April 17,
2023 /CNW/ - Quipt Home Medical Corp.
("Quipt" or the "Company") (NASDAQ: QIPT) (TSXV:
QIPT), a U.S. based home medical equipment provider focused on
end-to-end respiratory care, is pleased to announce that it has
entered into an agreement with Beacon Securities Limited and
Canaccord Genuity Corp. (the "Co-Lead Underwriters") on
behalf of a syndicate of underwriters
(together with the Co-Lead Underwriters, the
"Underwriters"). The Underwriters have agreed to purchase,
on a bought deal basis pursuant to the filing of a prospectus
supplement, an aggregate of 4,460,000 common shares (the "Common
Shares") in the capital of the Company at a price of
$7.85 per Common Share (the "Issue
Price") for aggregate gross proceeds to the Company of
$35,011,000 (the "Public
Offering"). Concurrent with the Public Offering, the Company
and the Underwriters also intend to complete a brokered private
placement of Common Shares at the Issue Price for gross proceeds of
approximately $2,000,000 in the
Province of Québec on a commercially reasonably best efforts basis
(the "Private Placement" and together with the Public
Offering, the "Offering").
The Company has granted the Underwriters an option (the
"Over-Allotment Option"), exercisable in whole or in part
and from time to time, at any time until 30 days after the closing
date of the Public Offering, to purchase up to an additional number
of Common Shares equal to 15% of the number of Common Shares sold
pursuant to the Public Offering at the Issue Price.
The Company intends to use the proceeds of the Offering for
repayment of debt, potential future acquisitions, working capital
and general corporate purposes. The Offering is expected to close
on or about April 25, 2023 and is
subject to certain closing conditions including, but not limited
to, the receipt of all necessary regulatory and stock exchange
approvals, including the approval of the TSX Venture Exchange and
the applicable securities regulatory authorities.
The Common Shares will be offered under the Public Offering in
the Provinces and Territories of Canada (other than Quebec) by way of a prospectus supplement to
the Company's existing short form base shelf prospectus dated
November 11, 2021 to be filed in each
of the Provinces and Territories of Canada, and may be offered in the United States to Qualified Institutional
Buyers (as defined in Rule 144A under the United States Securities
Act of 1933, as amended (the "1933 Act")) by way of private
placement pursuant to an exemption from the registration
requirements of the 1933 Act, or under other exemptions from the
registration requirement that are available under the 1933 Act, and
pursuant to any applicable securities laws of any state of
the United States. The Common
Shares may also be sold in the Province of Quebec pursuant to the Private Placement and
in such other jurisdictions outside of Canada and the
United States, as mutually agreed to by the Company and the
Co-Lead Underwriters.
The securities referred to in this news release have not been,
nor will they be, registered under the 1933 Act and may not be
offered or sold within the United
States or, directly or indirectly, to, or for the account
or benefit of, U.S. persons absent U.S. registration or an
applicable exemption from the U.S. registration requirements. This
press release does not constitute an offer for sale of securities,
nor a solicitation for offers to buy any securities in
the United States, nor in any
other jurisdiction in which such offer, solicitation or sale would
be unlawful. Any public offering of securities in the United States must be made by means of a
prospectus containing detailed information about the company and
management, as well as financial statements.
ABOUT QUIPT HOME MEDICAL CORP.
The Company provides in-home monitoring and disease management
services including end-to-end respiratory solutions for patients in
the United States healthcare
market. It seeks to continue to expand its offerings to include the
management of several chronic disease states focusing on patients
with heart or pulmonary disease, sleep disorders, reduced mobility,
and other chronic health conditions. The primary business objective
of the Company is to create shareholder value by offering a broader
range of services to patients in need of in-home monitoring and
chronic disease management. The Company's organic growth strategy
is to increase annual revenue per patient by offering multiple
services to the same patient, consolidating the patient's services,
and making life easier for the patient.
Reader Advisories
There can be no assurance that any potential acquisitions
will be completed by the Company. No definitive agreements have
been executed. Completion of any transaction will be subject to
applicable director, shareholder, and regulatory
approvals.
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.
Forward-Looking Statements
Certain statements contained in this press release constitute
"forward-looking information" as such term is defined in applicable
Canadian securities legislation. The words "may", "would", "could",
"should", "potential", "will", "seek", "intend", "plan",
"anticipate", "believe", "estimate", "expect" and similar
expressions (including negative and grammatical variations) as they
relate to the Company, including: the Offering; the use of the net
proceeds from the Offering; the timing and ability of the Company
to close the Public Offering and/or the Private Placement, if at
all; the number of Common Shares offered or sold under the Public
Offering and under the Private Placement; the gross proceeds of the
Public Offering; the gross proceeds of the Private Placement, if
any; the terms and jurisdictions of the Offering; and the Company
completing additional acquisitions; are intended to identify
forward-looking information. All statements other than statements
of historical fact may be forward-looking information. Such
statements reflect the Company's current views and intentions with
respect to future events, and current information available to the
Company, and are subject to certain risks, uncertainties and
assumptions, including, without limitation: the timing and ability
of the Company to close the Offering and to obtain all necessary
approvals, if at all; and the Company successfully
identifying, negotiating and completing additional acquisitions.
Many factors could cause the actual results, performance or
achievements that may be expressed or implied by such
forward-looking information to vary from those described herein
should one or more of these risks or uncertainties materialize.
Examples of such risk factors include, without limitation: the
timing and ability of the Company to obtain all necessary approvals
for the Offering, if at all; risks related to credit, market
(including equity, commodity, foreign exchange and interest rate),
liquidity, operational (including technology and infrastructure),
reputational, insurance, strategic, regulatory, legal,
environmental, and capital adequacy; the general business and
economic conditions in the regions in which the Company operates;
the ability of the Company to execute on key priorities, including
the successful completion of acquisitions, business retention, and
strategic plans and to attract, develop and retain key executives;
difficulty integrating newly acquired businesses; the ability to
implement business strategies and pursue business opportunities;
low profit market segments; disruptions in or attacks (including
cyber-attacks) on the Company's information technology, internet,
network access or other voice or data communications systems or
services; the evolution of various types of fraud or other criminal
behavior to which the Company is exposed; the failure of third
parties to comply with their obligations to the Company or its
affiliates; the impact of new and changes to, or application of,
current laws and regulations; decline of reimbursement rates;
dependence on few payors; possible new drug discoveries; a novel
business model; dependence on key suppliers; granting of permits
and licenses in a highly regulated business; the overall difficult
litigation environment, including in the U.S.; increased
competition; changes in foreign currency rates; increased funding
costs and market volatility due to market illiquidity and
competition for funding; the availability of funds and resources to
pursue operations; critical accounting estimates and changes to
accounting standards, policies, and methods used by the Company;
the occurrence of natural and unnatural catastrophic events and
claims resulting from such events; and risks related to COVID-19
including any escalation thereof and various recommendations,
orders and measures of governmental authorities to try to limit the
pandemic, including any travel restrictions, border closures,
non-essential business closures, quarantines, self-isolations,
shelters-in-place and social distancing, disruptions to markets,
economic activity, financing, supply chains and sales channels, and
a deterioration of general economic conditions including a possible
national or global recession; as well as those risk factors
discussed or referred to in the Company's disclosure documents
filed with the securities regulatory authorities in certain
provinces of Canada and available
at www.sedar.com. Should any factor affect the Company in an
unexpected manner, or should assumptions underlying the
forward-looking information prove incorrect, the actual results or
events may differ materially from the results or events predicted.
Any such forward-looking information is expressly qualified in its
entirety by this cautionary statement. Moreover, the Company does
not assume responsibility for the accuracy or completeness of such
forward-looking information. The forward-looking information
included in this press release is made as of the date of this press
release and the Company undertakes no obligation to publicly update
or revise any forward-looking information, other than as required
by applicable law.
For further information please visit our website
at www.Quipthomemedical.com
SOURCE Quipt Home Medical Corp.