Protech Home Medical Announces Filing of Preliminary Prospectus and Concurrent Private Placements
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.
CINCINNATI, June 08, 2020 (GLOBE NEWSWIRE) -- Protech Home Medical Corp. (the “Company”) (PTQ.V) (PTQQF) is pleased to announce that it has filed the preliminary prospectus in connection with its previously announced bought deal public offering (the “Public Offering”) of units (“Units”) of the Company. In addition, the Company announces that it anticipates completing, concurrent with the Public Offering: (i) a brokered private placement of 1,750,000 Units (the “Brokered Private Placement”) conducted by a syndicate of agents (the “Agents”) led by Beacon Securities Limited (“Beacon”), as sole bookrunner, and Canaccord Genuity Corp., and (ii) a non-brokered private placement of 927,826 Units (the “Non-Brokered Private Placement”, and together with the Brokered Private Placement, the “Concurrent Private Placements”), with Gregory Crawford, Chairman and CEO of the Company, and Mark Greenberg, a director of the Company.
Each Unit issued in connection with the Concurrent Private Placements will be sold at a price of $1.15 (the “Issue Price”) and will 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 Concurrent Private Placements at an exercise price of $1.60 per share. While closing of the Concurrent Private Placements is conditional upon the closing of the Public Offering, the closing of the Public Offering is not conditional upon the closing of the Concurrent Private Placements.
The Company intends to use the proceeds of the Offering and the Concurrent Private Placements for working capital and general corporate purposes. The Offering and Concurrent Private Placements are expected to close on or about June 23, 2020 and are 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 (the “Exchange”) and the applicable securities regulatory authorities.
The securities issuable under the Concurrent Private Placements will be subject to resale restrictions, including, a Canadian and, in the case of the Non-Brokered Private Placement, an Exchange four-month hold period.
By virtue of the anticipated participation of Gregory Crawford and Mark Greenberg, each an insider of the Company, the Non-Brokered Private Placement constitutes a "related party transaction", as defined under Multilateral Instrument 61-101 (“MI 61-101”). The Non-Brokered Private Placement will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any securities issued to nor the consideration paid by such insiders would exceed 25% of the Company’s market capitalization.
In connection with the issue and sale of the Units pursuant to the Brokered Private Placement, the Agents will receive from the Company (i) a cash commission equal to 5.5% of the aggregate gross proceeds from the sale of the Units under the Brokered Private Placement, and (ii) non-transferable compensation options entitling the Agents to purchase that number of Common Shares as is equal to 5.5% of the number of Units sold under the Brokered Private Placement, at an exercise price of $1.15 per Common Share exercisable for a period of twenty-four (24) months from the closing. The compensation options and underlying Common Shares will be subject to a Canadian four-month hold period.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, 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.