/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES./
CINCINNATI, OH, June 2, 2020 /CNW/ - Protech Home Medical
Corp. (the "Company") (TSXV: PTQ) (OTCQX: PTQQF) is pleased
to announce that it has entered into an agreement with a syndicate
of underwriters (the "Underwriters") co-led by Beacon
Securities Limited ("Beacon"), as sole bookrunner, and
Canaccord Genuity Corp. The Underwriters have agreed to purchase,
on a bought deal basis pursuant to the filing of a short form
prospectus, an aggregate of 21,740,000 units (the "Units")
at a price of $1.15 per Unit (the
"Issue Price") for aggregate gross proceeds to the Company
of $25,001,000 (the
"Offering").
Each Unit shall consist of one common share of the Company (a
"Common Share") and one-half of one common share purchase
warrant of the Company (each whole warrant, a "Warrant").
Each Warrant will be exercisable to acquire one Common Share for a
period of 12 months following the closing of the Offering at an
exercise price of $1.60 per
share.
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 Offering, to purchase up to an additional number of
Units equal to 15% of the number of Units sold pursuant to the
Offering at the Issue Price. The Over-Allotment Option is
exercisable to acquire Units, Common Shares and/or Warrants (or any
combination thereof) at the discretion of the Underwriters.
The Company intends to use the proceeds of the Offering for
working capital and general corporate purposes. The Offering is
expected to close on or about June 23,
2020 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 Units will be offered by way of a short form prospectus to
be filed in British Columbia,
Alberta and Ontario (and such other provinces as the
Company and Beacon may agree), 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 Units may
also be sold in such other jurisdictions as the Company and Beacon
may agree.
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 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 PROTECH 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.
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 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 Offering, if at all, the number
of Units offered or sold, the gross proceeds of the Offering, the
timing and ability of the Company to obtain all necessary
approvals, if at all, and the terms and jurisdictions of the
Offering; 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. 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: credit; market (including
equity, commodity, foreign exchange and interest rate); liquidity;
operational (including technology and infrastructure);
reputational; insurance; strategic; regulatory; legal;
environmental; 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 various recommendations, orders and measures of
governmental authorities to try to limit the pandemic, including
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.
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 Protech Home Medical Corp.