17:29:52 EST Tue 03 Nov 2026
Enter Symbol
or Name
USA
CA



CUSTOM HEALTH HOLDINGS INC
Symbol CHLT
Shares Issued 26,317,135
Close 2026-11-03 C$ 6.40
Market Cap C$ 168,429,664
Recent Sedar+ Documents

ORIGINAL: Custom Health Files Preliminary Short Form Base Shelf Prospectus and Refiles Certain Continuous Disclosure Documents

As a result of a review by the British Columbia Securities Commission, Custom Health is issuing the following press release to clarify its disclosure.

2026-11-03 17:01 ET - News Release

Kelowna, British Columbia--(Newsfile Corp. - November 3, 2026) - Custom Health Holdings Inc. (TSX: CHLT) ("Custom Health" or the "Corporation") is pleased to announce that it has filed a preliminary short form base shelf prospectus with the securities commissions in each of the provinces and territories of Canada.

The base shelf prospectus, when made final and effective, will allow the Corporation to qualify the distribution by way of prospectus in Canada of up to $200 million of common shares, warrants, debt securities, subscription receipts, share purchase contracts, units or any combination thereof, during the 25-month period that the base shelf prospectus is effective. The specific terms of any offering under the base shelf prospectus will be established in a prospectus supplement, which will be filed with the applicable Canadian securities regulatory authorities in connection with any such offering. The amount and timing of any future offerings or issuances will be based on the Corporation's financial requirements and market conditions at that time.

"We are pleased to have filed a preliminary base shelf prospectus, providing us with the flexibility to raise up to $200 million as market conditions and strategic opportunities warrant," said Shane Bishop, Chief Executive Officer of Custom Health. "This positions Custom Health to efficiently access capital markets to support our growth initiatives and deliver long-term value for shareholders."

A copy of the preliminary short form base shelf prospectus can be found under Custom Health's profile on SEDAR+ at www.sedarplus.ca.

This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

In connection with the review by the British Columbia Securities Commission (the "Commission"), as principal regulator of the preliminary short form base shelf prospectus, the Corporation announces that it has refiled the following continuous disclosure documents under Custom Health's profile on SEDAR+ at www.sedarplus.ca:

  • the unaudited condensed interim consolidated financial statements for the three month period ended March 31, 2026 and 2025 (the "Amended Q1 2026 Statements"), solely for the purpose of including a notice of "no auditor review" required under paragraph 4.3(3)(a) of National Instrument 51-102 - Continuous Disclosure Obligations, indicating that the interim financial statements have not been reviewed by an auditor; and

  • the restated unaudited condensed interim consolidated financial statements for the three and six month period ended June 30, 2026 and 2025 (the "Amended Q2 2026 Statements"), as well as the corresponding management's discussion and analysis (the "Amended Q2 2026 MD&A"), which amend and restate the Corporation's previously filed interim financial statements and management's discussion and analysis for the same periods.

Amended Q2 2026 Statements

The restatement corrects errors identified after the previously filed interim financial statements were filed. At a high level, the corrections relate to:

  • the accounting for loans and borrowings and derivative liabilities, including interest accretion, the fair value of embedded derivatives, the conversion of convertible notes into Class A shares on May 21, 2026, and the classification of borrowings between current and non-current;
  • shareholders' deficit, including shares issued on the conversion of convertible notes and the exercise of warrants, and an obligation to issue shares not yet issued at June 30, 2026;
  • certain working capital and operating results items, including revenue, cost of sales, operating expenses, trade receivables, inventories, prepayments and payables;
  • the foreign currency translation of the Corporation's Canadian operations;
  • the statement of cash flows, which was re-prepared to reflect the above corrections; and
  • the comparative figures for the three and six months ended June 30, 2025.

In aggregate, the corrections decreased the net loss for the three and six months ended June 30, 2026 by approximately US$3.0 million, to US$30.4 million and US$38.9 million, respectively, and decreased the total shareholders' deficit as at June 30, 2026 by approximately US$3.2 million, to US$24.9 million. The corrections have no impact on the consolidated statement of financial position as at December 31, 2025. The Amended Q2 2026 Statements also present loss per share, which was not presented in the previously filed interim financial statements. A reconciliation of each affected line item is set out in Note 16 to the Amended Q2 2026 Statements.

Note 16 (Restatement of Previously Issued Financial Statements) was added to the Amended Q2 2026 Statements, and the other notes were updated to reflect the restated figures.

Amended Q2 2026 MD&A

The Amended Q2 2026 MD&A has been updated to reflect the restated financial information and to provide additional disclosure, including:

  • updated results of operations and cash flow discussion reflecting the restated figures, including corrected comparative figures for the six months ended June 30, 2025;
  • selected financial information for the eight most recently completed quarters;
  • expanded liquidity and capital resources disclosure, including a discussion of the Corporation's working capital deficiency and management's plans to address it, including available credit facilities;
  • new sections on contractual obligations, outstanding share data, off-balance sheet arrangements and transactions with related parties;
  • a comparison of the previously disclosed use of proceeds from the financing completed in connection with the reverse takeover transaction with the actual use of those proceeds; and
  • a statement that additional information relating to the Corporation is available on SEDAR+.

Readers should refer to the Amended Q2 2026 Statements and the Amended Q2 2026 MD&A in place of the previously filed versions.

Shane Bishop

Chief Executive Officer
Custom Health Holdings Inc.

About Custom Health

Custom Health is an AI-enabled healthcare technology company that is building the infrastructure for medication management at home. The Corporation connects in-home technology, pharmacy and pharmacist-led clinicians to create continuous visibility into a patient's medication use and support timely clinical action. Powered by the proprietary AdhereNet® platform, Custom Health operates an integrated pharmacy network across Canada and the U.S. as part of its broader infrastructure, supporting medication delivery, medication-use insights, and pharmacist-led care to enable earlier intervention and better medication management at home. To learn more, visit customhealth.com.

Cautionary Note Regarding Forward-Looking Information

This press release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Corporation with respect to future business activities and operating performance, obtaining a final receipt for the base shelf prospectus; the amount of securities to be qualified in the base shelf prospectus; the filing and effectiveness of any potential prospectus supplement in the future; future financing opportunities; the amount and terms of any securities to be offered under one or more prospectus supplements; accessing capital markets to support the Corporation's growth initiatives; and the ability of the Corporation to carry out its proposed business activities. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate" or "expect" or similar expressions.

Readers are cautioned that forward-looking information is not based on historical facts but instead reflects management of the Corporation's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Corporation believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Corporation. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: regulatory approval for the base shelf prospectus; and the other risks, uncertainties and factors discussed in the Corporation's public disclosure documents available on its SEDAR+ profile at www.sedarplus.ca. This forward-looking information may be affected by risks and uncertainties in the business of the Corporation and market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Corporation has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Corporation does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

For further information:

Pardeep Sangha
Investor Relations
604-572-6392
ir@customhealth.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/322416

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