19:50:42 EST Thu 12 Feb 2026
Enter Symbol
or Name
USA
CA



Comprehensive Healthcare Systems Inc (2)
Symbol CHS
Shares Issued 17,948,122
Close 2026-02-11 C$ 0.68
Market Cap C$ 12,204,723
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ORIGINAL: Comprehensive Healthcare Systems Announces Closing of First Tranche of Private Placement

2026-02-12 12:05 ET - News Release

Calgary, Alberta--(Newsfile Corp. - February 12, 2026) - Comprehensive Healthcare Systems Inc. (TSXV: CHS) (the "Company" or "CHS"), an industry leader in healthcare benefits administration software and services, is pleased to announce that it has closed the first tranche of its non-brokered private placement (the "Offering") announced on January 8, 2026 and January 26, 2026, issuing an aggregate of 7,000,000 units ("Units") at $0.50 per Unit for aggregate gross proceeds of $3,500,000.

Each Unit was comprised of one common share of the Company ("Shares") and one-half of a warrant, with a whole warrant ("Warrants") being exercisable to purchase one common share of the Company at an exercise price of $1.00 for a period of three years after closing.

"PowerOne Capital Markets Limited" acted as finder in connection with a portion of the offering. In connection with the first tranche, the Company paid aggregate finder fees of $214,200 in cash and issued an aggregate of 428,400 finder warrants exercisable to purchase one common share of the Company at an exercise price of $0.50 for a period of three years after closing. All securities issued are subject to a hold period until June 11, 2026.

An insider of the Company purchased 945,000 Units, representing 13.5% of the Units issued in the first tranche, with the associated common shares representing approximately 3.8% of the issued and outstanding shares upon closing, and assuming the deemed exercise of the associated warrants would then represent approximately 5.6% of the then issued and outstanding shares upon closing. The participation by insiders constitutes a "related party transaction" under the policies of the TSXV and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying upon the exemptions from the formal valuation and minority shareholder approval requirements contained in sections 5.5(a) and (b), and 5.7(1)(a), respectively, of MI 61-101 on the basis that neither the fair market value of the subject matter of nor of the consideration for the transaction, insofar as it involves related parties, exceeds 25% of the issuer's market capitalization, and that no securities of the Company are listed or quoted on certain exchanges or markets specified in MI 61-101.

About Comprehensive Healthcare Systems Inc.

Comprehensive Healthcare Systems Inc. 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 services (SaaS) company focused on digitizing healthcare with Healthcare Benefits Administration solutions, providing reliable and high-volume transaction-capable systems. The Company's state-of-the-art Novus 360 Healthcare Welfare and Benefits Administration (HWBA) SaaS platform is used by clients for all aspects of healthcare benefits administration (including self-funded employers, providers, and labor unions), providing healthcare administrative software and technology-enabled services.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This release may include certain statements and information that may constitute forward-looking statements and information ("FLSI") within the meaning of applicable Canadian securities laws. FLSI relates to future events and circumstances which are believed or expected by management. Anything that is not historical fact is FLSI. Generally, FLSI can be identified by the use of forward-looking terminology such as "plans", "intends", "anticipates", "believes", "expects" and similar words and phrases, and statements that certain actions, events or circumstances "may", "might", "could", "should" or "would" occur or otherwise exist. FLSI is not historical fact, and is made as of the date hereof and based on both numerous assumptions and subject to foreseeable and unforeseeable risks and uncertainties, the nature of which can cause actual results to differ materially from results indicated or suggested in FLSI. Although management has attempted to use reasonable assumptions and identify and evaluate important factors that could cause actual results to differ materially from results indicated or suggested in FLSI, there can be no assurances that such assumptions will be accurate or that additional factors may cause results not to be as planned, intended or anticipated. Accordingly, there can be no assurances that FLSI will prove to be accurate and readers should not place undue reliance on FLSI, and are further cautioned that reliance on FLSI herein may not be appropriate for other purposes. Any FLSI is made as at the date hereof, and the Company does not undertake to update any FLSI expressed or incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

For further information:
COMPREHENSIVE HEALTHCARE SYSTEMS INC.
Chris Cosgrove, Chief Executive Officer
E-mail: chris.cosgrove@comphealthcare.com

Phone: 1-732-362-2010

NOT FOR DISTRIBUTION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/283663

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