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VANCOUVER, BC, Sept. 13,
2023 /CNW/ - CareSpan Health, Inc. (TSXV:
CSPN) ("Company" or "CareSpan"), is pleased to announce that
further to its press release dated May 31,
2023 announcing the memorandum of understanding with ChopraX
LLC ("ChopraX"), a corporation existing under the laws of
Florida, the Company has entered
into a binding definitive agreement effective on September 12, 2023 (the "Definitive
Agreement"), with ChopraX in connection with a proposed
venture between the parties to set up a business of integrative
care using the CareSpan technology platform and operations (the
"Business").
The Business is subject to the satisfaction of various
conditions, including but not limited to: (i) the completion of a
non-brokered financing of the Company for gross proceeds of a
minimum of $2,000,000 and up to a
maximum of $3,000,000, or such other
amounts as mutually determined by the parties, through the issuance
of securities of the Company (the "Concurrent Financing");
(ii) the approval by the directors of the Company and ChopraX of
the Business and the matters related therein; (iii) the approval of
the Business, the issuance of the ChopraX Compensation Shares (as
defined below), and the ChopraX Compensation Convertible Securities
(as defined below), by the TSX Venture Exchange (the "TSXV")
and the shareholders of CareSpan (if applicable), and (iv) the
receipt of all requisite regulatory or governmental authorizations
and consents (as applicable). It is anticipated that the Concurrent
Financing will close on or about October
2023.
The Business
Dr. Deepak Chopra, Co-Founder of
ChopraX, commented, "We are delighted to sign this Definitive
Agreement with CareSpan to launch Chopra Whole Person Care. Our
mission is to help people live healthy and joyful lives. Over
80% of chronic illness is caused by lifestyle decisions, which we
all know can be difficult to change without the proper
evidence-based guidance and monitoring. This offering, in
partnership with CareSpan, will allow us to reach more people who
can benefit from the combination of conventional and integrative
care."
Rembert de Villa, Chairman and
CEO of CareSpan, also commented, "CareSpan is honored to be
selected by Dr. Chopra and his team at ChopraX to be their
strategic partner, as well as the technology and operational
platform for Chopra Whole Person Care, in the United States and globally. We share Dr.
Chopra's mission, and with ChopraX having an equity stake in
CareSpan, this alignment is further underscored."
Pursuant to the terms and conditions of the Definitive
Agreement, the Chopra organization will grant a license to the
Company of its brand and certain of its assets to be utilized in
the development and launch of the Business (the "Chopra Asset
License"). The assets comprising of the Chopra Asset License
are more particularly described in the Definitive Agreement and
include, among others, the use of the "Chopra Whole Person
Care" brand name, logo, brand elements, and access to a network
of medical practitioners and corresponding operations.
Both parties agree that the Business will be part of the Company
and will operate under the name "Chopra Whole Person Care"
or such other name as the parties may decide. The board of
directors of the Company will be responsible for the overall
direction and supervision of the management of the Business.
Pursuant to the Definitive Agreement and subject to applicable
approvals, ChopraX will be entitled to nominate two individuals on
the board of directors of the Company. ChopraX will lose such
nomination rights if, at any time, ChopraX's holding of the
CareSpan Securities (as defined below) is less than 25% of the
outstanding securities of the Company on a fully-diluted basis.
Except as specifically authorized or granted under the
Definitive Agreement, CareSpan will be the sole owner or authorized
user, and will have any and all intellectual property rights
including, without limitation, copyright and moral rights in any
technology, software or other content that is created through the
Business.
Consideration
As consideration for the grant of the Chopra Asset License, the
Company will issue to ChopraX: (i) an aggregate total of common
shares in the capital of the Company (the "CareSpan
Shares") such that ChopraX's equity holding is equal to 25%
of the issued and outstanding CareSpan Shares (the "ChopraX
Compensation Shares") as of the date of the
Definitive Agreement (the "Signing Date"); and (ii) an
aggregate total of securities convertible into CareSpan Shares (the
"ChopraX Compensation Convertible Securities" and together
with the ChopraX Compensation Shares, the "CareSpan
Securities") such that ChopraX's aggregate holding of the
CareSpan Securities is equal to 50% of the outstanding securities
of the Company on a fully-diluted basis as of the Signing Date of
the Definitive Agreement. Each ChopraX Compensation Convertible
Security will be exercisable into one CareSpan Share for a period
of twenty-four (24) months from the closing date of the
Definitive Agreement (the "Closing Date") at a price
of $0.20 per CareSpan Share, or such
other conversion price determined in accordance with the TSXV
policies.
Furthermore, the CareSpan Convertible Securities shall only be
exercisable upon the earlier of: (i) the CareSpan Shares trading
over $0.20 per CareSpan Share for 20
consecutive trading days, and (ii) the date two years following the
Closing Date.
For avoidance of doubt, following the issuance of the CareSpan
Securities, ChopraX's shareholding of the Company at the end of the
Closing Date will be 50% of the outstanding securities of CareSpan
on a fully-diluted basis as of the Signing Date. Such
aforementioned issuances are and remain subject to the receipt of
all required approvals and consents, including the approval of the
TSXV and the shareholders of the Company in accordance with the
policies of the TSXV.
ChopraX will enter into a lock-up agreement, whereby ChopraX
will agree to not sell, transfer or dispose of, directly or
indirectly, any CareSpan Securities for three years after the
Closing Date.
In connection with the Business, there are no associated
finder's fee to be paid and there are no transactions involving
non-arm's length parties of the Company. The Company expects that
the Business pursuant to the Definitive Agreement, will be a
reviewable transaction pursuant to TSXV Policy 5.3 –
Acquisitions and Dispositions of Non-Cash Assets. In
accordance with the policies of the TSXV, the CareSpan Shares will
be halted pending review of the Definitive Agreement and the
matters contemplated therein by the TSXV.
A copy of the Definitive Agreement shall be available on the
Company's SEDAR+ profile at www.sedarplus.com.
About ChopraX, LLC
ChopraX, LLC is a wellness-dedicated venture platform and
accelerator, that sits at the convergence of whole person health,
tech-enabled well-being, and science-led innovation. ChopraX's
mandate is to find and back exceptional, visionary founders to
build category-defining companies at the intersection of research,
technology, and evolving consumer behaviors. It has launched to
build transformative ventures using breakthrough innovation to
improve human well-being in an accessible, scalable, sustainable
and impactful way. ChopraX is positioned to make an impact while
gaining significant market share and becoming the global leader in
the wellness industry. For more information, visit
www.choprax.com.
About CareSpan Health,
Inc.
CareSpan is a healthcare technology and services company that
has developed and deployed a unique, proprietary integrated digital
care platform, the CareSpan Clinic-in-the Cloud™, that creates easy
access to care for the underserved. With a patient-centric approach
focused on improving health outcomes, CareSpan uses sophisticated
digital tools and capabilities to improve patient outcomes in
primary care, chronic care, urgent care, and mental health. In
addition to the integrated digital care platform, CareSpan has
built and deployed a business support infrastructure for its
professional networks, American-Advanced Practice Network and
AmericanMedPsych Network. American-Advanced Practice Network
harnesses the clinical capabilities of Nurse Practitioners to
address the shortage in primary and chronic care in the country.
AmericanMedPsych brings together providers to tackle shortages
mainly in mental health.
Clinic-in-the-Cloud is a trademark of CareSpan USA Inc., a subsidiary of CareSpan Health,
Inc.
ON BEHALF OF THE BOARD OF DIRECTORS:
Rembert de
Villa
Director and Chief Executive Officer
For more information, visit: www.carespanhealth.com
Forward-Looking Statements Disclaimer
and Reader Advisory
This press release contains forward-looking statements.
Forward-looking statements can be identified by the use of words
such as, "subject to", or variations of such words and phrases or
state that certain actions, events or results "may" or "will" be
taken, occur or be achieved. Forward-looking statements in this
press release include statements regarding: the setting-up of the
Business, the launch of the Concurrent Financing, the receipt of
the regulatory and shareholder approvals, the anticipated equity
holdings of ChopraX upon closing of the contemplated transaction,
and the Company's and ChopraX's intention to reach more people
through the Business via integrative care of the Business. These
forward-looking statements are based on assumptions, including the
development and successful launch of the Business, receipt of the
applicable approvals for the proposed Business with ChopraX, the
execution of the Business strategy by management of the Company, no
adverse changes in the regulatory regime applicable to the Business
or the Company, the satisfaction of all conditions to the
Definitive Agreement, and the completion of the Concurrent
Financing. The actual results may be materially different from any
future expectations expressed or implied by the forward-looking
statements. The forward-looking statements can be affected by known
and unknown risks, uncertainties and other factors, including, but
not limited to, the equity markets generally, a failure to obtain
the necessary approval from the TSXV or shareholders of the Company
(if applicable), the inability of management to execute its
strategy as it comes to the Business, and reliance on key
personnel. Accordingly, readers should not place undue reliance on
forward-looking statements.
Except as required by law, CareSpan undertakes no obligation
to publicly update any forward-looking statements, whether as a
result of new information, future events or otherwise.
Trading in the securities of the Company should be considered
highly speculative.
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 news release.
SOURCE CareSpan Health, Inc.