Skylight Health Announces Offering of Series A Cumulative Redeemable Perpetual Preferred Stock
November 11 2021 - 7:00AM
Skylight Health Group Inc (NASDAQ:SLHG; TSXV: SLHG) (“Skylight
Health” or the “Company”), a multi-state primary care management
group in the United States, today announced the launch of a
proposed underwritten public offering (the “Offering”) of its
Series A Cumulative Redeemable Perpetual Preferred Shares (the
“Series A Preferred Shares”). The Series A Preferred Shares are
entitled to cumulative dividends of 9.25% payable monthly and are
redeemable by the Company, at a price of US $25.00 per share, at
the Company’s option any time on or after three years from closing.
In connection with this offering, the Company expects to grant the
underwriter a 30-day option to purchase Preferred Shares.
The Company plans to contribute the net proceeds it receives
from the offering to evaluating and completing possible
acquisitions of clinical and medical services businesses,
establishing primary care and sub-specialty services within
existing facilities, including HR and capacity development, and
working capital.
“As Skylight Health currently holds zero debt on the balance
sheet, we have evaluated multiple leverage options that balance a
healthy debt-to-equity ratio, while ensuring shareholder positions
remain non-diluted,” said Prad Sekar, CEO and Co-Founder of
Skylight Health. “We are very much still in a hyper growth phase
and want to ensure our ability to keep building equity, making
non-dilutive funding a vital tool.”
Currently, no market exists for the Series A Preferred Shares.
The Company has filed an application to list the Series A Preferred
Shares on the NASDAQ Capital Market under the symbol “SLHGP”.
The Benchmark Company (“Benchmark”) is acting as sole
bookrunning manager. The lead manager for the offering is Aegis
Capital Corporation. The Offering is subject to market conditions,
as well as NASDAQ approval and there can be no assurance as to
whether or when the Offering may be completed, or the actual size
or terms of the Offering. This press release does not constitute an
offer to sell or the solicitation of an offer to buy, nor will
there be any sales of these securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such
jurisdiction.
The Offering is being made pursuant to a U.S. registration
statement on Form F-10, declared effective by the United States
Securities and Exchange Commission (the “SEC”) on October 7, 2021,
(the “Registration Statement”), and the Company’s existing Canadian
amended and restated short form base shelf prospectus (the “Base
Shelf Prospectus”) dated October 4, 2021. The Series A Preferred
Shares may be offered only by means of a prospectus supplement
forming a part of the Registration Statement. A preliminary
prospectus supplement relating to the Offering (together with the
Base Shelf Prospectus and the Registration Statement, the “Offering
Documents”) has been filed with the securities commission in
British Columbia, Alberta, Manitoba and Ontario and with the SEC in
the United States. No Preferred Shares will be offered or sold to
Canadian purchasers. The Offering Documents will contain important
detailed information about the securities being offered. Before you
invest, you should read the Offering Documents and the other
documents the Company has filed with the SEC for more complete
information about the Company and the Offering. Copies of the
Offering Documents will be available for free by visiting the
Company’s profiles on the SEDAR website maintained by the Canadian
Securities Administrators at www.sedar.com or the SEC’s
website at www.sec.gov. Electronic copies of the preliminary
prospectus supplement and accompanying prospectus relating to the
offering may be obtained from The Benchmark Company, 150 East 58th
Street, New York NY 10155, by email at
Prospectus@benchmarkcompany.com or by phone at (212) 312 6700.
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 volume of patients per day. In a VBC model, the providers
offer care that is aimed at keeping patients healthy and minimize
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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