Mr. Shane Bishop reports
CUSTOM HEALTH FILES PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS AND REFILES CERTAIN CONTINUOUS DISCLOSURE DOCUMENTS
Custom Health Holdings Inc. has filed a preliminary short form base shelf prospectus with the securities commissions in each of the provinces and territories of Canada.
The base shelf prospectus, when made final and effective, will allow the corporation to qualify the distribution by way of prospectus in Canada of up to $200-million of common shares, warrants, debt securities, subscription receipts, share purchase contracts, units or any combination thereof, during the 25-month period that the base shelf prospectus is effective. The specific terms of any offering under the base shelf prospectus will be established in a prospectus supplement, which will be filed with the applicable Canadian securities regulatory authorities in connection with any such offering. The amount and timing of any future offerings or issuances will be based on the corporation's financial requirements and market conditions at that time.
"We are pleased to have filed a preliminary base shelf prospectus, providing us with the flexibility to raise up to $200-million as market conditions and strategic opportunities warrant," said Shane Bishop, chief executive officer of Custom Health. "This positions Custom Health to efficiently access capital markets to support our growth initiatives and deliver long-term value for shareholders."
A copy of the preliminary short form base shelf prospectus can be found under Custom Health's profile on SEDAR+.
This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
In connection with the review by the British Columbia Securities Commission, as principal regulator of the preliminary short form base shelf prospectus, the corporation announces that it has refiled the following continuous disclosure documents under Custom Health's profile on SEDAR+:
- The unaudited condensed interim consolidated financial statements for the three-month period ended March 31, 2026, and 2025 (the amended Q1 2026 statements), solely for the purpose of including a notice of "no auditor review" required under paragraph 4.3(3)(a) of National Instrument 51-102 -- Continuous Disclosure Obligations, indicating that the interim financial statements have not been reviewed by an auditor.
- The restated unaudited condensed interim consolidated financial statements for the three- and six-month period ended June 30, 2026, and 2025, as well as the corresponding management's discussion and analysis, which amend and restate the corporation's previously filed interim financial statements and management's discussion and analysis for the same periods.
Amended Q2 2026 statements
The restatement corrects errors identified after the previously filed interim financial statements were filed. At a high level, the corrections relate to:
- The accounting for loans and borrowings and derivative liabilities, including interest accretion, the fair value of embedded derivatives, the conversion of convertible notes into Class A shares on May 21, 2026, and the classification of borrowings between current and non-current.
- Shareholders' deficit, including shares issued on the conversion of convertible notes and the exercise of warrants, and an obligation to issue shares not yet issued at June 30, 2026.
- Certain working capital and operating results items, including revenue, cost of sales, operating expenses, trade receivables, inventories, prepayments and payables.
- The foreign currency translation of the corporation's Canadian operations.
- The statement of cash flows, which was reprepared to reflect the above corrections.
- The comparative figures for the three and six months ended June 30, 2025.
In aggregate, the corrections decreased the net loss for the three and six months ended June 30, 2026, by approximately $3.0-million (U.S.), to $30.4-million (U.S.) and $38.9-million (U.S.), respectively, and decreased the total shareholders' deficit as at June 30, 2026, by approximately $3.2-million (U.S.), to $24.9-million (U.S.). The corrections have no impact on the consolidated statement of financial position as at Dec. 31, 2025. The amended Q2 2026 statements also present loss per share, which was not presented in the previously filed interim financial statements. A reconciliation of each affected line item is set out in Note 16 to the amended Q2 2026 statements.
Note 16 (Restatement of Previously Issued Financial Statements) was added to the amended Q2 2026 statements, and the other notes were updated to reflect the restated figures.
Amended Q2 2026 MD&A
The amended Q2 2026 MD&A has been updated to reflect the restated financial information and to provide additional disclosure, including:
- Updated results of operations and cash flow discussion reflecting the restated figures, including corrected comparative figures for the six months ended June 30, 2025;
- Selected financial information for the eight most recently completed quarters;
- Expanded liquidity and capital resources disclosure, including a discussion of the corporation's working capital deficiency and management's plans to address it, including available credit facilities;
- New sections on contractual obligations, outstanding share data, off-balance sheet arrangements and transactions with related parties;
- A comparison of the previously disclosed use of proceeds from the financing completed in connection with the reverse takeover transaction with the actual use of those proceeds;
- A statement that additional information relating to the corporation is available on SEDAR+.
About Custom Health Holdings Inc.
Custom Health is an artificial-intelligence-enabled health care technology company that is building the infrastructure for medication management at home. The corporation connects in-home technology, pharmacy and pharmacist-led clinicians to create continuous visibility into a patient's medication use and support timely clinical action. Powered by the proprietary AdhereNet platform, Custom Health operates an integrated pharmacy network across Canada and the United States as part of its broader infrastructure, supporting medication delivery, medication-use insights, and pharmacist-led care to enable earlier intervention and better medication management at home.
We seek Safe Harbor.
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