Skylight Health Announces Series A Preferred Stock Cash Dividend and Provides Update On The Previously Announced US$5 Million Financing
January 20 2023 - 3:59PM
Skylight Health Group Inc. (TSXV:SLHG; OTCQX: SLHGF) (“Skylight
Health” or the “Company”), a healthcare platform combining
technology and analytics focused on transitioning patients into
value based care to drive better health outcomes and experiences in
the United States, announced that its Board of Directors 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 February 2023. 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 February 20, 2023 to the shareholders of
record of the Series A Preferred Stock as of the dividend record
date of January 31, 2023.
The Company also wishes to clarify details of
its closing of the US$5 million convertible debenture financing
previously announced on October 21, 2022, November 21, 2022 and
December 20, 2022. The Convertible Debentures have a 5-year term
and will mature on October 20, 2027, and December 15, 2027. The 7%
Finder’s Fee totalled US$350,000 and was paid to Northland Capital
Markets who is at arm’s length from Skylight and the subscriber. As
stated in the press release of October 21, 2022, the funds will be
used to support Skylight on its pathway to profitability. A total
of 7,588,130 warrants were issued pursuant to this financing at an
exercise price of $0.90 and upon conversion of the Convertible
Debentures up to 7,588,130 common shares could be issued. The
warrants are being re-priced from $0.90 to $0.64, subject to TSXV
approval. Blocker language is in place for the Convertible
Debentures and Warrants such that the Holder is restricted from
converting the Principal Amount of this Debenture in whole or in
part into Common Shares to the extent it would result in the Holder
holding more than 4.99% of the Corporation’s then outstanding
Common Shares. The Corporation shall not permit a conversion of the
Principal Amount into Common Shares if as a result thereof the
Holder would hold more than 9.99% of the Corporation’s then
outstanding Common Shares, unless a Personal Information Form
(“PIF”) from the Holder is filed with the TSXV and cleared and the
customary background search is undertaken and cleared by TSXV and,
in addition, if more than 19.99% of the Corporation’s then
outstanding Common Shares would be held by the Holder,
disinterested shareholder approval shall have been obtained.
The Company has also elected to satisfy its
obligation to pay $35,590 in interest for Q4 2022 accrued from
October 1, 2022 to December 31, 2022 to the holders of its
unsecured convertible debentures issued and announced in a press
release on August 17, 2022 (the “Debentures“) by issuing 171,105
common shares of the Company. The common shares will be issued at a
deemed price of $0.208 per share in full satisfaction of the
December 31st interest payment obligation in accordance with the
terms of the Debentures. The Debentures bear interest daily at the
rate of 8.0% per annum with interest accruing commencing on August
17, 2022, calculated and payable quarterly in arrears. The shares
for debt application remains subject to approval by the TSX Venture
Exchange and all shares issued will be subject to a hold period of
4 months and one day.
In line with its continued efforts to reduce
costs in order to achieve EBITDA profitability, the Company has
sub-leased its Corporate office in Mississauga, Canada and shifted
to a virtual office model.
The Company expects to share a further update
from management in the coming weeks.
About Skylight Health Group
Skylight Health Group (TSXV:SLHG OTCQX: SLHGF) 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 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 securities regulators, 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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