CINCINNATI—Quipt Home Medical Corp. (“Quipt” or the “Company”), a U.S.-based home medical equipment (HME) provider focused on end-to-end respiratory care, announced it has closed its previously announced bought deal public offering of common shares in the capital of Quipt. The public offering was conducted through a syndicate of underwriters led by Beacon Securities Limited and Canaccord Genuity Corp. (the “co-lead underwriters”) on behalf of a syndicate of underwriters including Echelon Wealth Partners Inc., Raymond James Ltd., Stifel GMP, Eight Capital, Leede Jones Gable Inc. and M Partners Inc. (together with the co-lead underwriters, the “underwriters”). In connection with the public offering and the U.S. private offering, the Company issued a total of 5,129,000 common shares at an issue price of $7.85 per common share (the “issue price”) for aggregate gross proceeds of $40,262,650, which includes 669,000 common shares issued pursuant to the exercise of the over-allotment option granted to the underwriters.
Concurrent with the closing of the public offering, the underwriters also completed a brokered private placement, on a commercially reasonable best efforts basis (the “private placement), of 280,000 common shares at the issue price, for aggregate gross proceeds of $2,198,000. As a result of the completion of the public offering and private placement (the “offering”), the Company has raised aggregate gross proceeds of $42,460,650.
The Company intends to use the proceeds of the offering for repayment of debt, potential future acquisitions, working capital and general corporate purposes. The underwriters received a cash commission of $2,123,032.50, representing 5% of the aggregate gross proceeds of the offering.
The common shares were offered under the public offering in the provinces and territories of Canada (other than Quebec) by way of a prospectus supplement to the Company’s existing short-form base shelf prospectus dated Nov. 11, 2021, which was filed in each of the provinces and territories of Canada, and offered in the United States to qualified institutional buyers (as defined in Rule 144A under the United States Securities Act of 1933, as amended (the “1933 Act”)) by way of private placement pursuant to an exemption from the registration requirements of the 1933 Act (the “U.S. Private Offering”), or under other exemptions from the registration requirement that are available under the 1933 Act, and pursuant to any applicable securities laws of any state of the United States. The common shares were sold in the province of Quebec pursuant to the private placement.
The securities referred to in this news release have not been, nor will they be, registered under the 1933 Act and may not be offered or sold within the United States or, directly or indirectly, to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This press release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities in the United States, nor in any other jurisdiction in which such offer, solicitation or sale would be unlawful. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
Claret Asset Management Corporation, which holds more than 10% of the issued and outstanding common shares, was the sole subscriber in the private placement, thus the subscription is considered a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). The subscription is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as at the time the transaction was agreed to, neither the fair market value of the transaction nor the fair market value of the consideration for, the transaction, insofar as it involved interested parties, exceeded 25% of the Company’s market capitalization.
