Comprehensive Healthcare Systems Inc. Completes Shares for Debt

Rhea-AI Summary

Comprehensive Healthcare Systems (TSXV: CHS) has completed a shares for debt transaction, converting $832,042.21 in liabilities into 5,546,945 common shares at $0.15 per share. Company insiders acquired 2,893,081 shares, representing 16.12% of outstanding shares post-transaction. The issued securities have a hold period until October 20, 2025. The insider participation constitutes a related party transaction under TSXV policies and MI 61-101. The Company is utilizing exemptions from formal valuation and minority shareholder approval requirements, citing that the transaction value is below 25% of market capitalization and acknowledging financial difficulties.

Positive

• Reduction of $832,042.21 in company liabilities through equity conversion
• Insider participation of 16.12% demonstrates management confidence
• Transaction designed to improve company's financial position

Negative

• Share dilution through issuance of 5,546,945 new common shares
• Company acknowledges being in serious financial difficulty
• Securities subject to hold period until October 20, 2025, limiting liquidity

Vancouver, British Columbia--(Newsfile Corp. - June 19, 2025) - 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 post-consolidation shares for debt transaction announced on January 23, 2025, settling an aggregate of $832,042.21 in liabilities through the issuance of 5,546,945 common shares at a price of $0.15 per share. The issued securities are subject to a hold period until October 20, 2025.

Current insiders of the Company acquired an aggregate of 2,893,081 common shares in the transaction, representing 16.12% of the issued and outstanding shares following closing. The participation in the transaction 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), (b), and (g), and 5.7(1)(a) and (e), respectively, of MI 61-101 on the basis that that neither the fair market value of the subject matter of nor of the consideration for the transaction, insofar as it involves interested parties, exceeds 25% of the issuer's market capitalization; no securities of the Company are listed or quoted on certain exchanges or markets specified in MI 61-101; and that the Company is in serious financial difficulty and the transaction is designed to improve the financial position of the Company.

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.

FORWARD-LOOKING INFORMATION:

The press release contains "forward-looking statements within the meaning of applicable securities laws. Forward-looking statements can be identified by words such as: "anticipate", "intend", "plan", "budget", "believe", "project", "estimate", "expect", "scheduled", "forecast", "strategy", "future", "likely", "may", "to be", "could", "would", "should", "will" and similar references to future periods or the negative or comparable terminology, as well as terms usually used in the future and conditional. These forward-looking statements are based on assumptions as of the date they are provided. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

Additionally, there are known and unknown risk factors that could cause the Company's actual results and financial conditions to differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important risk factors that could cause actual results and financial conditions to differ materially from those indicated in the forward-looking statements, include among others: general economic, market and business conditions in Canada and globally; market volatility; unforeseen delays in timelines for any of the transactions or events described in this press release; and the risk of regulatory changes that may impact the business of the Company. All forward-looking information is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking statement or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events, or developments, except as required by law.

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

For further information:
COMPREHENSIVE HEALTHCARE SYSTEMS INC.
Chris Cosgrove, Chief Executive Officer
E-mail: chris.cosgrove@comphealthcare.com
732-362-2010

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/256140

FAQ

What is the value of debt being converted to shares in CMHSF's shares for debt transaction?

The company is converting $832,042.21 in liabilities to shares at $0.15 per share

How many shares are being issued in CMHSF's debt conversion?

Comprehensive Healthcare Systems is issuing 5,546,945 common shares in the transaction

What percentage of CMHSF shares do insiders own after the transaction?

Company insiders acquired 2,893,081 shares, representing 16.12% of outstanding shares following the transaction

When does the hold period end for CMHSF's newly issued shares?

The hold period for the issued securities extends until October 20, 2025

Why did CMHSF issue shares for debt?

The company implemented the transaction to improve its financial position while dealing with serious financial difficulties