NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO, ON – May 6, 2024 – HEALWELL AI Inc. (“HEALWELL” or the “Company“) (TSX: AIDX), a data science and AI company focused on preventative care, is pleased to announce that it has entered into an agreement pursuant to which Clarus Securities Inc. and Eight Capital, as lead underwriters and co-bookrunners, together with a syndicate of underwriters (collectively, the “Underwriters”), will purchase 11,851,900 units of the Company (the “Units”), on a “bought deal” private placement basis, at a price of $1.35 per Unit (the “Issue Price”) for gross proceeds of $16,000,065 (the “Offering”).
Each Unit will be comprised of one Class A subordinate voting share of the Company (a “Share”) and one-half of one Share purchase warrant (each whole warrant, a “Warrant”) of the Company. Each Warrant shall entitle the holder thereof to purchase one Share at an exercise price of $1.80 for a period of two (2) years following the closing of the Offering.
The Company has agreed to grant the Underwriters an over-allotment option to purchase up to an additional 15% of the Units at the Issue Price, exercisable in whole or in part, at any time on or prior to the date that is two (2) business days prior to the closing of the Offering. If the over-allotment option is exercised in full, an additional $2,400,010 will be raised pursuant to the Offering and the aggregate proceeds of the Offering will be $18,400,075.
The Company intends to use the net proceeds of the Offering for growth initiatives and for general corporate and working capital purposes.
The closing of the Offering is expected to occur on or about May 24, 2024, or such other date as the Company and the Underwriters may agree and is subject to certain conditions, including the receipt of all necessary approvals, including conditional approval from the Toronto Stock Exchange.
The Units to be issued under the Offering will be offered to purchasers in Canada pursuant to the prospectus exemptions available under applicable securities laws. The Units may also be offered in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and such other jurisdictions as agreed between the parties. All securities issued under the Offering will be subject to a hold period expiring four months and one day from the closing of the Offering in accordance with applicable Canadian securities laws.
In connection with the Offering, the Underwriters will receive a cash commission equal to 6.0% of the gross proceeds of the Offering (the “Cash Commission”) and that number of non-transferable broker warrants (the “Broker Warrants”) as is equal to 6.0% of the aggregate number of Units sold under the Offering. Each Broker Warrant will be exercisable to acquire one Share at a price of $1.80 per Share for a period two (2) years after the closing of the Offering. Each of the Cash Commission payable and Brokers Warrants issuable to the Underwriters will be reduced to 3% with respect to subscribers identified on the Company’s president’s list, which president’s list will not exceed an aggregate amount of US$10,000,000.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful. No securities may be offered or sold to, or for the account or benefit of persons in the United States or to any U.S. persons or in any other jurisdiction in which such offer or sale would be unlawful absent registration under the U.S. Securities Act, and any applicable state securities laws or an exemption therefrom or qualification under the securities laws of such other jurisdiction or an exemption therefrom. “United States” and “U.S. persons” shall have the meaning given to them in Regulation S under the U.S. Securities Act.
About HEALWELL AI Inc.
HEALWELL is a healthcare technology company focused on AI and data science for preventative care. Its mission is to improve healthcare and save lives through early identification and detection of disease. Using its own proprietary technology, the Company is developing and commercializing advanced clinical decision support systems that can help healthcare providers detect rare and chronic diseases, improve efficiency of their practice and ultimately help improve patient health outcomes. HEALWELL is executing a strategy centered around developing and acquiring technology and clinical sciences capabilities that complement the Company’s road map. HEALWELL is publicly traded on the Toronto Stock Exchange under the symbol “AIDX” and on the OTC Exchange under the symbol “HWAIF”. To learn more about HEALWELL, please visit: healwell.ai
Contact Information
Alexander Dobranowski
Chief Executive Officer
416-440-4040 x.201
ir@healwell.ai
Cautionary Note Regarding Forward-Looking Information
Certain statements in this press release constitute “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities laws and are based on assumptions, expectations, estimates and projections as of the date of this press release. Forward-looking statements in this press release include statements with respect to, among others, the Company’s business strategy, plans and other expectations, beliefs, goals, objectives, and information and statements about possible future events, including the intended use of proceeds and expected closing date of the Offering, and the approval of the Toronto Stock Exchange and any other regulatory approvals with respect to the Offering. Forward-looking statements are often, but not always, identified by words or phrases such as “expects”, “is expected”, “anticipates”, “believes”, “plans”, “projects”, “estimates”, “assumes”, “intends”, “strategies”, “targets”, “goals”, “mission”, “forecasts”, “objectives”, “budgets”, “schedules”, “potential” or variations thereof or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions. Forward-looking statements are necessarily based upon management’s perceptions of historical trends, current conditions and expected future developments, as well as a number of specific factors and assumptions that, while considered reasonable by the Company as of the date of such statements, are outside of the Company’s control and are inherently subject to significant business, economic and competitive uncertainties and contingencies which could result in the forward-looking statements ultimately being entirely or partially incorrect or untrue. Forward-looking statements contained in this press release are based on various assumptions and factors, including, but not limited to, the following: the assumption that the Toronto Stock Exchange will approve the Offering, assumptions with respect to the closing of the Offering; and that the risk factors noted below, collectively, do not have a material impact on the Company’s business, operations, revenues and/or results. By their nature, forward-looking statements are subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct, and that objectives, strategic goals and priorities will not be achieved.
Known and unknown risk factors, many of which are beyond the control of the Company, could cause the actual results of the Company to differ materially from the results, performance, achievements or developments expressed or implied by such forward-looking statements. Such risk factors include but are not limited to those factors which are discussed under the section entitled “Risk Factors” in the Company’s most recent annual information form which is available under the Company’s SEDAR+ profile at www.sedarplus.com. The risk factors are not intended to represent a complete list of the factors that could affect the Company and the reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans relating to the future. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law. All of the forward-looking statements contained in this press release are qualified by these cautionary statements.
