CALGARY, AB, Aug. 4, 2023 /CNW/ - Comprehensive Healthcare Systems Inc. (TSXV: CHS) (the "Company" or "CHS"), a provider of healthcare benefits administration software and services wishes to issue a correction to is press release disseminated on January 30, 2023 with respect to its Insider disclosure as it related to the non-brokered private placement of units of the Company that closed on January 30, 2023 (the "Private Placement").
In particular, the update relates to the subscription by an Insider of the Company, Nameh Hotels and Resorts Limited ("Nameh"), of 6,871,515 units of the Company (the "Nameh Units") pursuant to the Private Placement. The Company has been informed that Nameh has concluded that certain legal requirements in India as applicable to foreign investment (the "Applicable Indian Laws") by Indian entities does not permit Nameh to be a direct or indirect owner of the Nameh Units. Accordingly, considering these restrictions, Nameh will be transferring the Nameh Units, which were initially registered to Nameh, to an arm's length third-party who is not an Insider of the Company (the "Third Party").
According to Nameh, due to the uncertainty of Applicable Indian Laws with respect to the subscription of the Nameh Units at the time of closing of the Private Placement, Nameh had not filed an early warning report required by applicable Canadian securities legislation. Nameh has confirmed to the Company that it still owns 17,459,965 common shares of the Company representing 14.07% of the issued and outstanding share total of the Company and its respective insider trading report via the System for Electronic Disclosure by Insiders (SEDI) for all transactions involving securities of the Company during the period in which it has been an insider of the Company is up to date. Nameh's current investment in the Company is for investment purposes only. Nameh will review its investment on an ongoing basis and depending upon such factors that Nameh, may from time to time, deem relevant, may, among other things, acquire additional or dispose securities of the Company.
Corrected Insider Disclosure from the Private Placement
The Insiders are each considered a "related party" (as such term is defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101")). The participation by the Insiders constitutes a related party transaction as defined under MI 61-101. In aggregate, Insiders purchased 1,739,215 units of the Company (the "Units"). Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Units acquired by the interested party, nor the consideration for the Units paid by such interested party, exceed 25% of the Company's market capitalization. The Company did not file a material change report more than 21 days before the closing of the Private Placement as the participation therein by the Insiders was not settled until shortly prior to the closing of the Private Placement.
Resignation of Chief Financial Officer
The Company also announces the resignation of its interim Chief Financial Officer, Kevin Waters, effective August 3, 2023. Mr. Waters was appointed on an interim basis and has decided to pursue other opportunities. The Company wishes Mr. Waters well in his future endeavors. Siddhartha Gautam Mohanty, an advisor and a representative of Hunch Ventures/Nameh, the largest shareholder of the Company, has assumed the role of interim Chief Financial Officer until a replacement is identified. Mr. Mohanty has worked in the financial services industry for several years. He worked in Merchant Banking with J. Rothschild Partnership in London. He holds an M. A. in Economics from the London School of Economics, University of London.
About Comprehensive Healthcare Systems Inc.
Comprehensive Healthcare Systems Inc. is a corporation incorporated under the laws of the Province of Alberta and is the parent company of Comprehensive Healthcare Systems Inc. (Delaware). The Company is a vertically integrated software as a services (SaaS) company focused on digitizing healthcare with Telehealth and Healthcare Benefits Administration solutions, providing reliable and high-volume transaction capable systems. The Company's state-of-the-art Novus 360 Healthcare Welfare and Benefits Administration (HWBA) SaaS platform is used by clients for all aspects of healthcare benefits administration (including self-funded employers, hospitals, doctors, and labor unions, through various corporations in which the majority shareholder has controlling ownership), providing healthcare administrative software, licensing and maintenance services.
The press release contains "forward-looking statements" within the meaning of applicable securities laws. Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "budget," "believe," "project," "estimate," "expect," "scheduled," "forecast," "strategy," "future," "likely," "may," "to be," "could," "would," "should," "will" and similar references to future periods or the negative or comparable terminology, as well as terms usually used in the future and conditional. An example of a forward-looking statement in this news release is the intended replacement of the Chief Financial Officer and the statements from Nameh as it relates to their security holdings of the Company. These forward-looking statements are based on assumptions as of the date they are provided. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
Additionally, there are known and unknown risk factors that could cause the Company's actual results and financial conditions to differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important risk factors that could cause actual results and financial conditions to differ materially from those indicated in the forward-looking statements, include among others: reliance on key personnel, general economic, market and business conditions and market volatility. All forward-looking information is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking statement or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Comprehensive Healthcare Systems Inc.
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