04:27:05 EDT Sun 19 May 2024
Enter Symbol
or Name
USA
CA



Comprehensive Healthcare Systems Inc
Symbol CHS
Shares Issued 104,303,956
Close 2023-08-03 C$ 0.025
Market Cap C$ 2,607,599
Recent Sedar Documents

Comprehensive Healthcare holder Nameh to transfer units

2023-08-04 18:10 ET - News Release

Ms. Mariam Cather reports

COMPREHENSIVE HEALTHCARE PROVIDES UPDATE ON DISCLOSURE REGARDING NAMEH HOTELS' SUBSCRIPTION OF UNITS DURING PRIVATE PLACEMENT AND ANNOUNCES DEPARTURE OF INTERIM CFO

Comprehensive Healthcare Systems Inc. is issuing a correction to its press release disseminated on Jan. 31, 2023, with respect to its insider disclosure as it related to the non-brokered private placement of units of the company that closed on Jan. 30, 2023.

In particular, the update relates to the subscription by an insider of the company, Nameh Hotels and Resorts Ltd., of 6,871,515 units of the company pursuant to the private placement. The company has been informed that Nameh has concluded that certain legal requirements in India as applicable to foreign investment by Indian entities do not permit Nameh to be a direct or indirect owner of the Nameh units. Accordingly, considering these restrictions, Nameh will be transferring the Nameh units, which were initially registered to Nameh, to an arm's-length third party which is not an insider of the company.

According to Nameh, due to the uncertainty of applicable Indian laws with respect to the subscription of the Nameh units at the time of closing of the private placement, Nameh had not filed an early warning report required by applicable Canadian securities legislation. Nameh has confirmed to the company that it still owns 17,459,965 common shares of the company, representing 14.07 per cent of the issued and outstanding share total of the company, and its respective insider trading report on SEDI for all transactions involving securities of the company during the period in which it has been an insider of the company is up to date. Nameh's current investment in the company is for investment purposes only. Nameh will review its investment on a continuing basis, and depending upon such factors that Nameh may, from time to time, deem relevant, may, among other things, acquire additional or dispose of securities of the company.

Corrected insider disclosure from the private placement

The insiders are each considered a related party (as such term is defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions)). The participation by the insiders constitutes a related-party transaction as defined under MI 61-101. In aggregate, insiders purchased 1,739,215 units of the company. Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the units acquired by the interested party, nor the consideration for the units paid by such interested party exceeds 25 per cent of the company's market capitalization. The company did not file a material change report more than 21 days before the closing of the private placement as the participation therein by the insiders was not settled until shortly prior to the closing of the private placement.

Resignation of chief financial officer

The company also announces the resignation of its interim chief financial officer, Kevin Waters, effective Aug. 3, 2023. Mr. Waters was appointed on an interim basis and has decided to pursue other opportunities. The company wishes Mr. Waters well in his future endeavours. Siddhartha Gautam Mohanty, an adviser and a representative of Hunch Ventures/Nameh, the largest shareholder of the company, has assumed the role of interim chief financial officer until a replacement is identified. Mr. Mohanty has worked in the financial service industry for several years. He worked in merchant banking with J. Rothschild Partnership in London. He holds an MA in economics from the London School of Economics, University of London.

About Comprehensive Healthcare Systems Inc.

Comprehensive Healthcare is a corporation incorporated under the laws of the Province of Alberta and is the parent company of Comprehensive Healthcare Systems Inc. (Delaware). The company is a vertically integrated software-as-a-service company focused on digitizing health care with telehealth and health care benefit administration solutions, providing reliable and high-volume transaction-capable systems. The company's state-of-the-art Novus 360 health care welfare and benefit administration SaaS platform is used by clients for all aspects of health care benefit administration (including self-financed employers, hospitals, doctors and labour unions through various corporations in which the majority shareholder has controlling ownership), providing health care administrative software, licensing and maintenance services.

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