Quipt Home Medical Corp. (the “
Company”) (NASDAQ:
QIPT) (TSX: QIPT), a U.S. based home medical equipment provider,
focused on end-to-end respiratory care, acknowledges receipt of a
notice from Philotimo Fund, LP, an entity affiliated with Kanen
Wealth Management, LLC and David L. Kanen (“
KWM”),
purporting to provide notice of its intent to solicit proxies in
support of four director candidates to the Company’s Board of
Directors (the “
Board”) in opposition to the
Company’s four director candidates to the Board.
The Company remains steadfast in its mission to
deliver long-term value to all shareholders. As part of the
Company’s ongoing commitment to corporate governance, the Board and
the Nominating and Corporate Governance Committee of the Board will
thoroughly review and evaluate KWM’s notice and any additional
requests for compliance with its established procedures under the
Company’s Articles and all applicable laws.
“Our priority has always been to execute on our
strategic growth plan ensuring we position the Company for long
term success and adhere to the highest standards of corporate
governance,” stated Mark Greenberg, Lead Independent Director of
Board of the Company. “The Company has delivered consistent
financial and operational performance in the midst of a challenged
industry environment, and we believe our disciplined approach has
positioned us to generate sustainable value for all stakeholders.
We continue to evaluate and pursue avenues in which we can increase
shareholder value, and we will not be distracted from achieving our
long-term goals.”
The Company regularly engages with its
shareholders and values constructive feedback aimed at
strengthening the Company’s performance. We take these engagements
seriously and maintain open lines of communication to ensure that
shareholder perspectives are heard.
At this time, the Company has not received a
timely, valid and compliant notice for nominating any directors to
our Board pursuant to both U.S. securities laws and the Company’s
Articles. Shareholders are not required to take any action at this
time. The Company will provide updates as appropriate.
ABOUT QUIPT HOME MEDICAL
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.
For further information please visit our website at
www.quipthomemedical.com, or contact:
Cole StevensVP of Corporate DevelopmentQuipt Home Medical
Corp.859-300-6455cole.stevens@myquipt.com
Gregory CrawfordChief Executive OfficerQuipt Home Medical
Corp.859-300-6455investorinfo@myquipt.com
Forward-Looking Statements
Certain statements contained in this press
release constitute “forward-looking statements” within the meaning
of the U.S. Private Securities Litigation Reform Act of 1995 or
“forward-looking information” as such term is defined in applicable
Canadian securities legislation (collectively, “forward-looking
statements”). The words “may”, “would”, “could”, “should”,
“potential”, “will”, “seek”, “intend”, “plan”, “anticipate”,
“believe”, “estimate”, “expect”, “outlook”, or the negatives
thereof or variations of such words, and similar expressions as
they relate to the Company, are intended to identify
forward-looking information. All statements other than statements
of historical fact, including those that express, or involve
discussions as to, expectations, beliefs, plans, objectives,
assumptions or future events or performance are not historical
facts and may be forward-looking statements and may involve
estimates, assumptions and uncertainties that could cause actual
results or outcomes to differ materially from those expressed in
the forward-looking statements. 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. Many
factors could cause the actual results, performance or achievements
that may be expressed or implied by such forward-looking statements
to vary from those described herein should one or more of these
risks or uncertainties materialize. Examples of such risk factors
include, without limitation, those risk factors discussed or
referred to in the Company’s disclosure documents, including the
Company’s most recent Annual Report on Form 10-K, filed with United
States Securities and Exchange Commission (the “SEC”) and available
at www.sec.gov, and with the securities regulatory authorities in
certain provinces of Canada and available at www.sedarplus.com.
Should any factor affect the Company in an unexpected manner, or
should assumptions underlying the forward-looking statement prove
incorrect, the actual results or events may differ materially from
the results or events predicted. Any such forward-looking
statements are expressly qualified in their entirety by this
cautionary statement. Moreover, the Company does not assume
responsibility for the accuracy or completeness of such
forward-looking statements. The forward-looking statements 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 statements, other than as required by
applicable law.
Important Additional
Information
On January 24, 2025, the Company filed a
Management Information and Proxy Circular (as may be amended or
supplemented from time to time, the “Circular”) and
WHITE Proxy Card with the SEC and on the System
for Electronic Document Analysis and Retrieval (“SEDAR+”) in
connection with its solicitation of proxies in support of four
director candidates to the Board at the 2025 annual general meeting
of shareholders of the Company to be held on March 17, 2025
(including any adjournments, reschedulings, continuations or
postponements thereof, the “Meeting”).
On January 25, 2025, the Company received a
letter pursuant to Rule 14a-19(b) under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), from KWM purporting to
provide notice of KWM’s intent to solicit proxies in support of
four director candidates in opposition to the Company’s four
director candidates. In addition to satisfying the SEC’s universal
proxy rules, KWM must also comply with the advance notice
requirements under the Company’s Articles (the “Advance Notice
Policy”) in order to nominate a candidate for election to the
Board. At this time, the Company has not received a timely, valid
and compliant notice pursuant to both U.S. securities laws and the
Advance Notice Policy. In the event that the Company determines
that is has received a timely, valid and compliant notice under the
U.S. securities laws and the Advance Notice Policy, then the
Company will file revised proxy materials, including a new proxy
circular and new WHITE Universal Proxy Card, with
the SEC and SEDAR+ in connection with the Meeting. If necessary,
shareholders will be able to obtain the new proxy circular, any
amendments or supplements to the new proxy circular and other
documents filed by the Company with the SEC and SEDAR+ at no charge
at the SEC’s website at www.sec.gov and on SEDAR+ at
www.sedarplus.com. Copies will also be available at no charge at
the Company’s website at
https://quipthomemedical.com/sec-filings/.
SHAREHOLDERS OF THE COMPANY ARE STRONGLY
ENCOURAGED TO READ THE CIRCULAR, ACCOMPANYING
WHITE PROXY CARD AND ALL OTHER RELEVANT
DOCUMENTS THAT MAY BE FILED WITH, OR FURNISHED TO, THE SEC AND
SEDAR+ (INCLUDING, IF NECESSARY, A NEW PROXY CIRCULAR AND
WHITE UNIVERSAL PROXY CARD) CAREFULLY AND
IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE, AS THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE MEETING.
Participant Information
The Company, its directors (Gregory Crawford,
Chairman of the Board and Chief Executive Officer, Mark Greenberg,
Dr. Kevin A. Carter and Brian J. Wessel) and certain of its
executive officers (Hardik Mehta, Chief Financial Officer) are
“participants” (as defined in Section 14(a) of the Exchange Act) in
the solicitation of proxies from the Company’s shareholders in
connection with matters to be considered at the Meeting.
Information about the compensation of our non-employee directors
and our named executive officers is set forth in the section of the
Circular titled “Executive Compensation,” which commences on page
15 and is available here. Information regarding the participants’
holdings of the Company’s securities can be found in the section if
the Circular titled “Voting Securities and Principal Holders,”
which commences on page 3 and is available here. Updated
information regarding the identity of potential participants, and
their direct or indirect interests, by security holdings or
otherwise, will be set forth in the new proxy circular, if
necessary, and in other materials that may be filed with the SEC
and SEDAR+ in connection with the Meeting.
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