HEALWELL AI Announces Upsize in Bought Deal Offering to $55 Million

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TORONTO, Dec. 17, 2024 (GLOBE NEWSWIRE) -- HEALWELL AI Inc. (“HEALWELL” or the “Company”) (TSX: AIDX) (OTCQX:HWAIF), a data science and AI company focused on preventative care, is pleased to announce that it has entered into an amended agreement pursuant to which Eight Capital and Scotiabank, as lead underwriters and joint bookrunners, together with a syndicate of underwriters (collectively, the “Underwriters”), will purchase, by way of a private placement on a “bought deal” basis (i) 12,500,000 subscription receipts of the Company (the “Subscription Receipts”),at a price of $2.00 per Subscription Receipt (the “Subscription Receipt Issue Price”); and (ii) 31,250 convertible debentures of the Company (the “Convertible Debentures”) at a price per Convertible Debenture of $960, for aggregate gross proceeds of $55,000,000.

Each Subscription Receipt will entitle the holder thereof to receive, upon satisfaction of the Release Conditions (as defined below), for no additional consideration, one unit of the Company consisting of one Class A Subordinate Voting Share (each, a “Share”) and one-half of one Share purchase warrant, with each whole warrant exercisable at a price of $2.50 for a period of 36 months following the closing of the Offering.

The gross proceeds of the Subscription Receipt portion of the Offering, less 50% of the Underwriters’ cash commission and certain expenses of the Underwriters, will be deposited in escrow on closing of the Offering until the satisfaction of certain release conditions, including that all conditions precedent to the Transaction (as defined below) have been met (the “Release Conditions”). In the event that the Release Conditions have not been satisfied prior to 5:00 p.m. (Vancouver Time) on June 30, 2025, or the Company advises the Underwriters or announces to the public that it does not intend to satisfy the Release Conditions or that the Transaction has been terminated, the aggregate issue price of the Subscription Receipts (plus any interest earned thereon) shall be returned to the applicable holders of the Subscription Receipts, and such Subscription Receipts shall be automatically cancelled and be of no further force and effect.

The Convertible Debentures will be issued with a 4% original issue discount and will be convertible into Shares at a price of $2.40 per Share. The Company may force the conversion of all of the principal amount of the then outstanding Convertible Debentures at a price of $2.40 per Share on not less than 30 days’ notice should, at any time following the date that is 4 months and 1 day following the issue date, the daily volume weighted average trading price of the Shares be greater than $3.85 for any 10 consecutive trading days.