Mr. Rembert de Villa reports
CARESPAN ENTERS INTO DEFINITIVE AGREEMENT WITH CHOPRAX TO LAUNCH CHOPRA WHOLE PERSON CARE AND CONCURRENT FINANCING
Further to its press release dated May 31, 2023, noting the memorandum of understanding with ChopraX LLC, a corporation existing under the laws of Florida, Carespan Health Inc. has entered into a binding definitive agreement effective on Sept. 12, 2023, with ChopraX in connection with a proposed venture between the parties to set up a business of integrative care using the Carespan technology platform and operations.
The business is subject to the satisfaction of various conditions, including, but not limited to: (i) the completion of a non-brokered financing of the company for gross proceeds of a minimum of $2-million and up to a maximum of $3-million, or such other amounts as mutually determined by the parties, through the issuance of securities of the company (the concurrent financing); (ii) the approval by the directors of the company and ChopraX of the business, and the matters related therein; (iii) the approval of the business, the issuance of the ChopraX compensation shares (as defined below), and the ChopraX compensation convertible securities (as defined below), by the TSX Venture Exchange, and the shareholders of Carespan (if applicable); and (iv) the receipt of all requisite regulatory or governmental authorizations and consents (as applicable). It is anticipated that the concurrent financing will close on or about October, 2023.
Dr. Deepak Chopra, co-founder of ChopraX, commented: "We are delighted to sign this definitive agreement with Carespan to launch Chopra Whole Person Care. Our mission is to help people live healthy and joyful lives. Over 80 per cent of chronic illness is caused by lifestyle decisions, which we all know can be difficult to change without the proper evidence-based guidance and monitoring. This offering, in partnership with Carespan, will allow us to reach more people who can benefit from the combination of conventional and integrative care."
Rembert de Villa, chairman and chief executive officer of Carespan, also commented: "Carespan is honoured to be selected by Dr. Chopra and his team at ChopraX to be their strategic partner, as well as the technology and operational platform for Chopra Whole Person Care, in the United States and globally. We share Dr. Chopra's mission, and with ChopraX having an equity stake in Carespan, this alignment is further underscored."
Pursuant to the terms and conditions of the definitive agreement, the Chopra organization will grant a licence to the company of its brand and certain of its assets, to be utilized in the development and launch of the business (the Chopra asset licence). The assets comprising the Chopra asset licence are more particularly described in the definitive agreement and include, among others, the use of the Chopra Whole Person Care brand name, logo, brand elements, and access to a network of medical practitioners and corresponding operations.
Both parties agree that the business will be part of the company and will operate under the name Chopra Whole Person Care, or such other name as the parties may decide. The board of directors of the company will be responsible for the overall direction and supervision of the management of the business. Pursuant to the definitive agreement and subject to applicable approvals, ChopraX will be entitled to nominate two individuals on the board of directors of the company. ChopraX will lose such nomination rights if, at any time, ChopraX's holding of the Carespan securities (as defined below) is less than 25 per cent of the outstanding securities of the company on a fully diluted basis.
Except as specifically authorized or granted under the definitive agreement, Carespan will be the sole owner or authorized user, and will have any and all intellectual property rights, including, without limitation, copyright and moral rights in any technology, software or other content that is created through the business.
As consideration for the grant of the Chopra asset licence, the company will issue to ChopraX: (i) an aggregate total of common shares in the capital of the company such that ChopraX's equity holding is equal to 25 per cent of the issued and outstanding Carespan shares (the ChopraX
shares) as of the date of the definitive agreement; and (ii) an aggregate total of securities convertible into Carespan shares (the ChopraX compensation convertible securities and, together with the ChopraX compensation shares, the Carespan securities) such that ChopraX's aggregate holding of the Carespan securities is equal to 50 per cent of the outstanding securities of the company on a fully diluted basis as of the signing date of the definitive agreement. Each ChopraX compensation convertible security will be exercisable into one Carespan share for a period of 24 months from the closing date of the definitive agreement at a price of 20 cents per Carespan share, or such other conversion price determined in accordance with the TSX-V policies.
Furthermore, the Carespan convertible securities shall only be exercisable upon the earlier of: (i) the Carespan shares trading over 20 cents per Carespan share for 20 consecutive trading days; and (ii) the date two years following the closing date.
For avoidance of doubt, following the issuance of the Carespan securities, ChopraX's shareholding of the company at the end of the closing date will be 50 per cent of the outstanding securities of Carespan on a fully diluted basis as of the signing date. Such aforementioned issuances are, and remain, subject to the receipt of all required approvals and consents, including the approval of the TSX-V and the shareholders of the company, in accordance with the policies of the TSX-V.
ChopraX will enter into a lock-up agreement, whereby ChopraX will agree to not sell, transfer or dispose of, directly or indirectly, any Carespan securities for three years after the closing date.
In connection with the business, there are no associated finder's fees to be paid and there are no transactions involving non-arm's-length parties of the company. The company expects that the business pursuant to the definitive agreement will be a reviewable transaction pursuant to TSX-V Policy 5.3 -- Acquisitions and Dispositions of Non-Cash Assets. In accordance with the policies of the TSX-V, the Carespan shares will be halted pending review of the definitive agreement and the matters contemplated therein by the TSX-V.
A copy of the definitive agreement shall be available on the company's SEDAR+ profile.
About Carespan Health Inc.
Carespan is a health care technology and services company that has developed and deployed a unique, proprietary integrated digital care platform, the Carespan Clinic-in-the-Cloud, that creates easy access to care for the underserved. With a patient-centric approach focused on improving health outcomes, Carespan uses sophisticated digital tools and capabilities to improve patient outcomes in primary care, chronic care, urgent care and mental health. In addition to the integrated digital care platform, Carespan has built and deployed a business support infrastructure for its professional networks: American-Advanced Practice Network and AmericanMedPsych Network. American-Advanced Practice Network harnesses the clinical capabilities of nurse practitioners to address the shortage in primary and chronic care in the country. AmericanMedPsych brings together providers to tackle shortages, mainly in mental health.
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