CareSpan Health, Inc. (Formerly Dynamo Capital Corp.) Announces Completion of Qualifying Transaction

VANCOUVER, BCNov. 24, 2021 /CNW/ – CareSpan Health, Inc. (formerly, Dynamo Capital Corp.) (TSXV: CSPN) (the “Company” or the “Resulting Issuer“) is pleased to announce the closing of its previously announced merger transaction (the “Qualifying Transaction“) resulting in the reverse takeover of the Company by CareSpan Holdings, Inc. (“CareSpan“), a private company incorporated under the laws of Delaware.

Subject to the final acceptance of the TSX Venture Exchange (the “Exchange“), it is anticipated that the Resulting Issuer Shares (as defined herein) will commence trading on the Exchange under the ticker symbol “CSPN” on or about November 26, 2021.

The Transaction

Effective November 17, 2021, as a condition to the completion of the Qualifying Transaction, Dynamo Capital Corp. changed its name to “CareSpan Health, Inc.” and consolidated its share capital (the “Consolidation“) on the basis of 1 post-consolidation common share for every 4.66667 outstanding common shares existing immediately before the consolidation. Following the Consolidation, Dynamo Capital Corp. had an aggregate of 964,285 common shares issued and outstanding.

Pursuant to the terms and conditions of a merger and plan of reorganization agreement, dated August 4, 2021, as amended on November 9, 2021 (the “Merger Agreement“), CareSpan completed a statutory triangular merger (the “Merger“) under the General Corporation Law (Delaware) with Dynamo Subco, Inc. and all of the issued and outstanding securities of CareSpan were exchanged for securities (the “Securities Exchange“) of the Resulting Issuer.

Further to Dynamo Capital Corp.’s news release dated August 5, 2021, concurrent with the completion of the Qualifying Transaction, CareSpan raised aggregate gross proceeds in the amount of $2,297,947.40 (“CareSpan QT Financing“) through the issuance of an aggregate of 3,282,782 subscription receipts of CareSpan (“Subscription Receipts“) at a price of $0.70 per Subscription Receipt. Concurrent with the closing of the Qualifying Transaction, the Subscription Receipts were converted into 3,282,782 common shares of Resulting Issuer Shares (“Resulting Issuer Shares“) pursuant to the terms of a subscription receipt agreement between CareSpan, Canaccord Genuity Corp., and Computershare Trust Company of Canada dated August 5, 2021 (the “SR Agreement“). The escrowed proceeds from the CareSpan QT Financing were released on November 17, 2021, in accordance with the provisions of the SR Agreement.

In addition to the sale of Subscription Receipts, on August 5, 2021, CareSpan completed a non-brokered financing of common shares in the capital of CareSpan (the “QT Non-Brokered Financing“) for gross proceeds of $1,283,494.10. The proceeds from the sale of the QT Non-Brokered Financing did not form part of the proceeds held in escrow but were made immediately available to CareSpan.

As a result of the completion of the Consolidation, the Securities Exchange and the conversion of the Subscription Receipts, the Resulting Issuer now has approximately 26,933,211 Resulting Issuer Shares issued and outstanding comprised of the following:

  • 964,285 Resulting Issuer Shares issued to the previous shareholders of Dynamo Capital Corp.;
  • 21,988,280 Resulting Issuer Shares issued to previous holders of common shares of CareSpan;
  • 642,857 Resulting Issuer Shares issued to certain finders in connection with the completion of the Qualifying Transaction;
  • 3,282,782 Resulting Issuer Shares issued to holders of the Subscription Receipts; and
  • 55,007 Resulting Issuer Shares issued to Canaccord Genuity Corp. as agent pursuant to the CareSpan QT Financing.

Further details regarding the Qualifying Transaction can be found in the filing statement of the Resulting Issuer dated November 15, 2021 (the “Filing Statement“), a copy of which is available under the Company’s profile on SEDAR at www.sedar.com.

Escrowed Shares

On completion of the Qualifying Transaction, certain Principals (as defined policies of the Exchange) of the Resulting Issuer holding an aggregate of 10,657,851 Resulting Issuer Shares are subject to escrow in accordance with Policy 5.4 – Escrow, Vendor Consideration and Resale Restrictions of the Exchange (“Policy 5.4“), to be released in accordance with the following schedule:

Release Dates

Percentage of Total Escrowed Securities to be Released

Total Number of
Escrowed Securities to
be Released

Date of Final Exchange Bulletin

5%

532,893

6 months from Final Exchange Bulletin

5%

532,893

12 months from Final Exchange Bulletin

10%

1,065,785

18 months from Final Exchange Bulletin

10%

1,065,785

24 months from Final Exchange Bulletin

15%

1,598,678

30 months from Final Exchange Bulletin

15%

1,598,678

36 months from Final Exchange Bulletin

40%

4,263,139

TOTAL

100%

10,657,851

In addition, certain former principals of the Company entered into a CPC Escrow Agreement (the “CPC Escrow Agreement“) with Computershare Investor Services Inc., as escrow agent (the “Escrow Agent“). Under the terms of the CPC Escrow Agreement, 25% of the escrowed shares will be released at the time of the Final Exchange Bulletin, with an additional 25% released on each 6 month anniversary thereafter.

Further to Policy 5.4, 3 non-principal holders of Resulting Issuer Shares (the “Non-Principal Holders“), who hold an aggregate of 627,617 Resulting Issuer Shares, are subject to the escrow terms of a Value Security Escrow Agreement dated November 17th, 2021, between the Non-Principal Holders, the Resulting Issuer, and the Escrow Agent.

Additionally, each of the directors and officers of CareSpan, certain former shareholders of CareSpan, and holders of certain CareSpan convertible debentures which convert into common shares of CareSpan at a 50% discount to the CareSpan QT Financing issue price, have entered into lock-up agreements, pursuant to which each has agreed to certain restrictions on their rights to transfer their securities of the Resulting Issuer for a period of six months after the completion of the Qualifying Transaction. Where securities held by shareholders subject to the contractual lock up period are also subject to escrow in accordance with Exchange policies and applicable securities laws, the more restrictive escrow/lock-up regime shall govern.

Board of Directors and Executive Management

Following the completion of the Qualifying Transaction, the following individuals comprise the directors and officers of the Company:

Rembert de Villa

Chief Executive Officer, Vice-Chairman of the Board of Directors

Anne Burpee

Chief Financial Officer

Terry Knapp

Chief Medical Officer, Director

John Reardon

Chairman of the Board of Directors

Douglas Wolfgram

Chief Technology Officer

Holger Micheel-Sprenger

Director

Thomas Astle

Director

JoEllen Koerner

Chief Nursing Officer

James Becker

Director

Raj Dewan

Corporate Secretary

Auditors

Concurrent with the closing of the Qualifying Transaction, MNP LLP, have been appointed auditors of the Company.

Additional Information for Shareholders

The Company’s transfer agent, Computershare Investor Services Inc. (“Computershare“), will be mailing ‘Direct Registration System’ statements to all former securityholders of CareSpan (other than for those that are required to be in certificated form) setting out each holder’s shareholdings. The CUSIP number for Resulting Issuer Shares is 14174J109.

Former holders of pre-Consolidation common shares of Dynamo Capital Corp. will be receiving by mail, from Computershare, a letter of transmittal with instructions on how to remit their former common shares of Dynamo Capital Corp. for Resulting Issuer Shares.

For further information, please refer to the Filing Statement posted to the Company’s issuer profile on SEDAR at www.sedar.com, as well as the Company’s press releases dated November 16, 2021August 6, 2021August 5, 2021, and December 30, 2020.

About CareSpan Health, Inc.

CareSpan is a healthcare technology and services company incorporated in Delaware. CareSpan’s

proprietary “Clinic-in-the Cloud” is a clinical workflow driven platform designed by doctors that integrates remote patient monitoring, diagnostic tools, the patient’s electronic health record, care collaboration capabilities, patient engagement and e-prescribing and lab ordering. CareSpan’s platform seamlessly supports both in-person and virtual/telehealth care. CareSpan is using this platform combined with essential business services to build provider networks across the U.S. that deliver primary and chronic care, and urgent care as well as behavioral health care.

CARESPAN HEALTH, INC.

Anne Burpee

Chief Financial Officer

E-mail: aburpee@carespanhealth.com

Disclaimer

Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The Exchange has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this news release.

Neither the Exchange nor its Regulation Service Provider (as defined policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. Any securities referred to herein have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to a U.S. Person absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.

Forward-Looking Statements

This press release may contain certain forward-looking information and statements (“forward-looking information”) within the meaning of applicable Canadian securities legislation, that are not based on historical fact, including without limitation statements containing the words “believes”, “anticipates”, “plans”, “intends”, “will”, “should”, “expects”, “continue”, “estimate”, “forecasts”  and other similar expressions. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements. The Company undertakes no obligation to comment analyses, expectations or statements made by third-parties in respect of the Company, its securities, or financial or operating results (as applicable). Although the Company believes that the expectations reflected in forward-looking information in this press release are reasonable, such forward-looking information has been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond the Company’s control, including the risk factors discussed in the Filing Statement which are incorporated herein by reference and are available through SEDAR at www.sedar.com. The forward-looking information contained in this press release are expressly qualified by this cautionary statement and are made as of the date hereof. The Company disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

Share numbers noted in this press release may not match the numbers disclosed in the Filing Statement due to the interest accrued on the debenture notes of CareSpan and rounding pursuant to the process of completing the Consolidation and the exchange of CareSpan securities for post-Consolidation common shares.

SOURCE CareSpan Health, Inc.

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