TORONTO, June 25, 2020 /CNW/ - NeuPath Health Inc.
(formerly, Klinik Health Ventures Corp.) (TSXV: KHV.P)
(the "Corporation") announces the completion of its
previously announced "Qualifying Transaction", as defined under
Policy 2.4 of the TSX Venture Exchange
(the "Exchange"). The Qualifying Transaction was
effected through a reverse takeover structured as a court approved
plan of arrangement under Section 182 of the Business
Corporations Act (Ontario)
(the "Arrangement") on the terms and conditions set out
in the arrangement agreement dated April 24,
2020 (the "Arrangement Agreement") among
the Corporation, 2752695 Ontario Inc. (a wholly-owned subsidiary of
the Corporation) and 2576560 Ontario Inc. doing business as
NeuPath Health ("2576560").
For further information on the Qualifying Transaction, please
refer to the filing statement of the Corporation dated May 29, 2020 (the "Filing Statement")
filed under the Corporation's profile on SEDAR at
www.sedar.com.
Name Change and Share Consolidation
Immediately following the completion of the Arrangement, the
Corporation changed its name to "NeuPath Health Inc." and completed
a share consolidation on a 5:1 basis (the "Consolidation").
An aggregate of 24,281,488 common shares of the Corporation
(post-Consolidation) were issued as consideration for 24,281,488
common shares of 2576560. Upon the completion of the Arrangement
and the Consolidation, there are 28,150,988 common shares of the
Corporation issued and outstanding.
The registered office of the Corporation is located at 66
Wellington Street West, Suite 5300, Toronto, Ontario M5K 1E6 and its head office
is located at 6400 Millcreek Drive, Unit 9, Mississauga, Ontario L5N 3E7.
Escrowed Securities
In connection with the Corporation's initial public offering
completed on December 3, 2019,
4,347,500 common shares of the Corporation (pre-Consolidation)
are held in escrow in accordance with the policies of the Exchange
pursuant to a customary CPC escrow agreement, the terms of which
are fully disclosed in the Filing Statement.
Upon completion of the Arrangement and the Consolidation, the
following additional securities of the Corporation are also subject
to value escrow pursuant to the policies of the Exchange:
11,459,450 common shares of the Corporation, 353,333 prefunded
warrants to purchase common shares of the Corporation and 76,250
warrants to purchase common shares of the Corporation. 10% of these
escrowed securities will be released at the time of issuance of the
Exchange's final bulletin relating to the Qualifying Transaction,
and the balance will be released in tranches over the next 36
months.
Since the filing of the Filing Statement, there have been some
updates to the number of securities subject to value escrow. To
clarify, an additional 10,000 warrants (total 76,250 warrants) are
subject to escrow and the 764,492 options to purchase common shares
of the Corporation held by Principals (as such term is defined
under the policies of the Exchange) previously disclosed as being
subject to escrow in the Filing Statement are not subject to
escrow.
Exchange Approval and Listing
The Exchange has previously granted conditional acceptance in
respect of the listing of the additional common shares of the
Corporation resulting from the Qualifying Transaction, subject to
receipt of final submission documents. Pending satisfactory review
of such final materials by the Exchange, it is expected that the
common shares of the Corporation, which were previously halted on
March 20, 2020, will commence
trading, on a post-Consolidation basis, at the opening of markets
on or about July 6, 2020 under the
ticker symbol "NPTH".
Board of Directors and Management
As of the closing of the Qualifying Transaction, the existing
board of directors and officers have resigned, except for
Dan Legault. As approved by the
shareholders of the Corporation at the annual and special meeting
of the shareholders held on June 23, 2020
(the "Meeting"), following the completion of the
Qualifying Transaction, the board of directors of the Corporation
is now comprised of Dianne
Carmichael, Jolyon Burton,
Daniel Chicoine, Sasha Cucuz, Dan
Legault, Grishanth Ram and Joseph
Walewicz. Grant Connelly will
now serve as the Corporation's Chief Executive Officer and
Stephen Lemieux will now serve as
the Chief Financial Officer and Corporate Secretary.
Detailed profiles of the individuals that have been appointed
officers and directors of the Corporation are included in the
Filing Statement.
Appointment of new auditor
In connection with the closing of the Qualifying Transaction and
as approved at the Meeting, the Corporation's newly appointed board
of directors approved the appointment of MNP LLP as auditor of the
Corporation and accepted the resignation of Zeifmans LLP. Zeifmans
LLP resigned as auditor at the Corporation's request and there were
no reservations or modified opinions on any of the Corporation's
financial statements since Zeifmans LLP was appointed as auditor of
the Corporation, nor, in the opinion of the Corporation, were there
any "reportable events" as defined in National Instrument 51-102 –
Continuous Disclosure Obligations during such period.
Adoption of the Amended and Restated Stock Option Plan, RSU
Plan and ESP Plan
At the Meeting, shareholders of the Corporation approved the
adoption of an amended and restated stock option plan (the
"Stock Option Plan"), a restricted share unit plan (the
"RSU Plan") and an employee share purchase plan (the "ESP
Plan" and together with the Stock Option Plan and the RSU Plan,
the "Plans"). The Plans were conditionally approved by
the Exchange on May 19, 2020.
The Plans are intended to enable the directors, officers,
employees and other eligible participants thereunder to participate
in the long-term success of the Corporation and to promote a
greater alignment of their interests with the interests of the
Corporation's shareholders.
For further details of the Plans, please refer to the
Corporation's management information circular dated May 22, 2020, filed under the Corporation's
profile on SEDAR at www.sedar.com.
About 2576560
2576560 is Canada's largest
provider of chronic pain management services that operates under
two leading brands in Ontario: CPM
- Centres for Pain Management and InMedic Creative Medicine.
2576560 has 12 locations across Ontario with more than 100 staff members that
provide care to over 11,000 patients annually. 2576560's pain
clinics offer a comprehensive chronic pain assessment and
multi-modal treatment plan to help patients manage their chronic
pain and optimize their quality of life.
Early Warning Reports
Grishanth Ram, a director of the Corporation, held no common
shares of the Corporation prior to the Arrangement. Upon completion
of the Arrangement and the Consolidation, Grishanth Ram now
beneficially owns and has control over 4,940,000 common shares of
the Corporation, representing approximately 17.5% of the issued and
outstanding common shares of the Corporation on a non-diluted
basis. Mr. Ram holds the common shares for investment purposes and
may or may not purchase or sell securities of the Corporation in
the future, depending on market conditions and other relevant
factors. A copy of Mr. Ram's early warning report will appear on
the Corporation's profile on SEDAR at www.sedar.com and may
also be obtained by contacting Stephen
Lemieux at 905-858-1368 (6400 Millcreek Drive, Unit 9,
Mississauga, Ontario L5N 3E7) or
at slemieux@neupath.com.
Bloom Burton & Co. Inc. ("Bloom Burton") indirectly
beneficially held 5,000 compensation options (pre-Consolidation) to
acquire common shares of the Corporation prior to the Arrangement.
Upon completion of the Arrangement and the Consolidation, Bloom
Burton now directly and indirectly beneficially owns 4,425,000
common shares, warrants to acquire 419,583 common shares and 1,000
compensation options (post-Consolidation) to acquire common shares,
representing approximately 15.7% of the issued and outstanding
common shares of the Corporation on a non-diluted basis, and
approximately 15.9% on a partially diluted basis assuming exercise
of 66,250 of such warrants and all of the compensation options. The
remaining 353,333 warrants are subject to certain beneficial
ownership limitations, including the prohibition on holding more
than 19.99% of the outstanding shares of the Corporation upon
exercise of any of such warrants. Bloom Burton holds such
securities for investment purposes and may or may not purchase or
sell securities of the Corporation in the future, depending on
market conditions, reformulation of plans and/or other relevant
factors. Bloom Burton is relying on section 5.1 of National
Instrument 62-103 The Early Warning System and Related
Take-Over Bid and Insider Reporting Issues and, accordingly,
securities of the Corporation owned by investment funds managed by
Bloom Burton Investment Group Inc., an affiliate of Bloom Burton,
have not been disclosed herein. A copy of Bloom Burton &
Co. Inc.'s early warning report will appear on the Corporation's
profile on SEDAR at www.sedar.com and may also be obtained by
contacting Sonia Yung at 416
640-7575 (65 Front Street East, Suite 300 Toronto, ON M5E 1B5) or at
compliance@bloomburton.com.
Cautionary Statement Regarding Forward-Looking
Information
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.
This news release does not constitute an offer to sell or the
solicitation of an offer to buy any securities in any
jurisdiction.
This news release contains certain forward-looking statements,
including statements relating to satisfaction of Exchange
requirements, the expected date the common shares will commence
trading on a post-Consolidation basis and other statements that are
not historical facts. Wherever possible, words such as "may",
"will", "should", "could", "expect", "plan", "intend",
"anticipate", "believe", "estimate", "predict" or "potential" or
the negative or other variations of these words, or similar words
or phrases, have been used to identify these forward-looking
statements. These statements reflect management's current beliefs
and are based on information currently available to management as
at the date hereof.
Forward-looking statements involve significant risk,
uncertainties and assumptions, including the Corporation's ability
to meet the conditions set out in the Exchange's conditional
approval letter. Many factors could cause actual results,
performance or achievements to differ materially from the results
discussed or implied in the forward-looking statements. These
factors should be considered carefully and readers should not place
undue reliance on the forward-looking statements. Although the
forward-looking statements contained in this press release are
based upon what management believes to be reasonable assumptions,
the Corporation cannot assure readers that actual results will be
consistent with these forward-looking statements.
These forward-looking statements are made as of the date of this
press release, and the Corporation assumes no obligation to update
or revise them to reflect new events or circumstances, except as
required by law.
SOURCE NeuPath Health Inc.