Skylight Health Announces Closing of Convertible Debenture Financing
August 17 2022 - 3:19PM
Skylight Health Group Inc. (NASDAQ:SLHG; TSXV:SLHG) (“Skylight
Health” or the “Company”), a multi-state primary care management
group in the United States, is pleased to announce that it has
closed the non-brokered private placement announced on August 8,
2022 (the “Offering”), issuing 2,355 units of unsecured convertible
debentures (“Debentures”). The principal sum of Debentures issued
totals C$2,355,000.
Prad Sekar, CEO & Co-Founder of Skylight
Health said, "We have a strong history of being diligent in our
capital raising to ensure minimal dilution, and this cash injection
gives us a buffer to get us comfortably to cash flow
positivity."
The Debentures will have a maturity date of
thirty (30) months from the date of issuance and shall bear
interest at the rate of 8% per annum, paid quarterly in shares.
Each Debenture shall be convertible into 1,111 common shares of the
Company at C$0.90 (“Common Shares”). Upon issuance
of the Debenture a holder shall also receive 1,111 share purchase
warrants (the “Warrants”) of the Company. Each
Warrant entitles the holder to purchase one Common Share (a
“Warrant Share”) at a price of C$1.35 per share
for a period 24 months from the date of issuance of the Debentures
provided that if after the date that is four months and one day
after the issuance of the Warrants, the Common Shares trade at a
price of at least C$1.60 for 10 consecutive trading days on the
Company’s primary stock exchange, the Company can deliver a notice
and accelerate the expiry date of the Warrants to the date that is
30 days after the date on which such notice of acceleration is
provided. If the Common Shares trade at C$2.00 for 10 consecutive
trading day, the Company may, at its option, convert the Debenture
to shares at the same conversion terms of C$0.90, upon receipt of a
Conversion Notice.
In connection with the Debenture Offering, the
Company paid finder's fee to certain registered brokerage firms,
which was comprised of cash payment of $42,000 and the
issuance of 60,778 finders' warrants upon the same terms and
conditions as the Warrants.
The Debentures, Debenture Units, Warrants and
any Common Shares resulting from the conversion of the Debentures,
or the exercise of Debenture Warrants cannot be traded until
December 18, 2022. The Company intends to use the proceeds of the
Debenture Offering for general working purposes.
Series A Preferred Stock Cash
Dividend
The Board of Directors of the Company has
authorized, and the Company has declared, a dividend on its 9.25%
Series A Cumulative Redeemable Perpetual Preferred Shares (the
“Series A Preferred Shares”) for the month of September 2022. The
Series A Preferred Shares trade under the “SLHGP” stock ticker
symbol.
In accordance with the terms of the Series A
Preferred Shares, the Series A dividend will be payable in cash in
the amount of $0.1927 per share on September 20, 2022 to the
shareholders of record of the Series A Preferred Stock as of the
dividend record date of August 31, 2022.
About Skylight Health
Group
Skylight Health Group (NASDAQ:SLHG;TSXV:SLHG) is
a healthcare services and technology company, working to positively
impact patient health outcomes. The Company operates a US
multi-state primary care health network comprised of physical
practices providing a range of services from primary care,
sub-specialty, allied health, and laboratory/diagnostic testing.
The Company is focused on helping small and independent practices
shift from a traditional fee-for-service (FFS) model to value-based
care (VBC) through tools including proprietary technology, data
analytics, and infrastructure. In an FFS model, payors (commercial
and government insurers) reimburse on an encounter-based approach.
This puts a focus on the volume of patients per day. In a VBC
model, the providers offer care that is aimed at keeping patients
healthy and minimizing unnecessary health expenditures that are not
proven to maintain the patient’s well-being. This places an
emphasis on quality over volume. VBC will lead to improved patient
outcomes, reduced cost of delivery and drive stronger financial
performance from existing practices.
Forward Looking Statements
This press release may include predictions,
estimates or other information that might be considered
forward-looking within the meaning of applicable securities laws.
While these forward-looking statements represent our current
judgments, they are subject to risks and uncertainties that could
cause actual results to differ materially. You are cautioned not to
place undue reliance on these forward-looking statements, which
reflect our opinions only as of the date of this release. Please
keep in mind that we are not obligating ourselves to revise or
publicly release the results of any revision to these
forward-looking statements in light of new information or future
events. When used herein, words such as "look forward," "believe,"
"continue," "building," or variations of such words and similar
expressions are intended to identify forward-looking statements.
Factors that could cause actual results to differ materially from
those contemplated in any forward-looking statements made by us
herein are often discussed in filings we make with the Canadian and
United States securities regulators, including the Securities and
Exchange Commission, available at: www.sec.gov, and Canadian
Securities Administrators, available at www.sedar.com, and on
our website, at skylighthealthgroup.com.
For more information, please visit our website or contact:
Investor Relations:Jackie
Kellyinvestors@skylighthealthgroup.com416-301-2949
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.
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