WELL Health Technologies Corp. (TSX-V: WELL) a company focused on consolidating and modernizing clinical and digital assets within the primary healthcare sector, is pleased to announce that it has completed its non-brokered private placement of approx. $2.728M of its common shares in the capital of the Company as previously announced in the Company’s news release dated February 19, 2019.
The Company issued 2.17M Shares to a group of strategic investors led by Li Ka-shing, through Horizons Ventures for gross proceeds of $1M. In addition, the Company issued 3.76M Shares to seven members of WELL’s management team for gross proceeds of $1.728M. The Company issued an aggregate of 5.93M Shares at a price of $0.46 per share and raised aggregate gross proceeds of $2.728M.
Through Horizons Ventures, Mr. Li Ka-shing has invested in some of the most iconic and innovative companies of the last decade including Facebook, Spotify, DeepMind, Siri, Impossible Foods, Chromadex and Modern Meadow.
Amir Javidan, WELL’s newly appointed Chief Operating Officer invested approximately $1,000,000, and WELL’s own Chairman and CEO, Hamed Shahbazi invested $500,000 as part of the Private Placement. In the case of WELL’s CEO, this investment when combined with other investments he has made directly or indirectly in WELL’s stock cumulatively represents over $3.27M since February 2018 and well over $4M overall.
The net proceeds of the Private Placement are intended to be used in connection with the Company’s continued plans to consolidate and modernize primary healthcare facilities initially in Canada and then other markets. All securities issued pursuant to the Private Placement are subject to a hold period under applicable Canadian securities laws expiring on July 8, 2019.
The participation in the Private Placement by each of Hamed Shahbazi, Amir Javidan, Brian Levinkind and West Bellevue Limited, a fund used by Li Ka-shing to strategically invest, constitutes a Related Party Transaction (as the term is defined in the policies of the TSX Venture Exchange) as each of them was an Insider (as the term is defined in the policies of the Exchange) of the Company at the time the transactions were agreed to. However, such Related Party Transactions are exempt: (i) from the formal valuation requirement of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions pursuant to the exemption contained in section 5.5(b) of MI 61-101 as none of the Company’s securities are listed on any of the markets specified in section 5.5(b) of MI 61-101, and (ii) from the shareholder approval requirement of MI 61-101 pursuant to the exemption contained in section 5.7(1)(a) of MI 61-101 because the fair market value of the Private Placement insofar as it involves an interested party does not exceed 25% of the Company’s market capitalization at the time the Related Party Transaction was agreed to.
About WELL Health Technologies Corp.
WELL is a unique company that operates Primary Healthcare Facilities as well as a significant EMR or Electronic Medical Records business that supports the digitization of such clinics. WELL’s overarching objective is to empower primary care doctors to provide the best and most advanced care possible leveraging the latest trends in digital health. In the last 12 months, WELL physicians served approximately 600,000 patient visits through its network of 19 medical clinics.
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