Skylight Health Group Announces Closing of $13.8 Million Bought Deal Financing and Share Consolidation
TORONTO, ON – May 26, 2021 – Skylight Health Group Inc. (TSXV:SHG; OTCQX: SHGFF) (“Skylight Health” or the “Company”), a multi-state primary care management group in the United States, is pleased to announce that it has closed its previously announced bought deal offering of 9,857,800 common shares (the “Common Shares”, each a “Common Share”) in the capital of the Company at a price of C$1.40 per Common Share for aggregate gross proceeds to the Company of C$13,800,920 (the “Offering”), inclusive of the full exercise of the over-allotment option.
The Offering was completed on a bought deal basis and was underwritten by a syndicate of underwriters led by Raymond James Ltd. as sole bookrunner and co-lead underwriter and Stifel GMP as co-lead underwriter on behalf of a syndicate including Beacon Securities Limited, Echelon Wealth Partners Inc., and Bloom Burton Securities Inc. (collectively the “Underwriters”).
Skylight Health intends to use the proceeds of the Offering to fund growth initiatives, including executing its M&A strategy, and for general corporate purposes.
The Company is also pleased to announce that, in connection with the potential listing of the Company’s issued and outstanding Common Shares on the Nasdaq Stock Exchange, and as previously authorized by its shareholders, the Company is implementing a consolidation (reverse stock split) of its issued and outstanding Common Shares on a 5:1 basis.
“This share consolidation positions us to access qualified investors on our Nasdaq uplist,” says Prad Sekar, CEO and Co-Founder. “We have spent the last 5 months meeting with US institutions who specialize in both small-cap and healthcare investing and have received strong support and internalized their feedback. This consolidation comes at the recommendation of those accounts, and our banking and capital markets teams, who believe this will help to achieve our growth going forward with a strong foundation.”
The consolidation ratio was determined by the Company’s board of directors in accordance with the parameters authorized by the Company’s shareholders at the Company’s annual and special meeting of shareholders held on February 22, 2021. The consolidation will take effect, following the closing of the Offering, on May 28, 2021. Immediately prior to the consolidation there are expected to be 190,548,775 Common Shares issued and outstanding (including the Common Shares issued under the Offering), and it is expected that there will be 38,109,755 Common Shares following the consolidation, subject to rounding for any fractional shares. No fractional shares will be issued as a result of the share consolidation and the number of post-consolidation shares to be received by a shareholder will be rounded up, in the case of a fractional interest that is 0.5 or greater, or rounded down, in the case of a fractional interest that is less than 0.5, to the nearest whole number of shares that such holder would otherwise be entitled to receive upon the implementation of the share consolidation.
The securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release does not constitute an offer to sell or a solicitation of any offer to buy the securities in the United States, in any province or territory of Canada or in any other jurisdiction. There shall be no sale of the securities in any jurisdiction in which an offer to sell, a solicitation of an offer to buy or sale would be unlawful.