Custom Health Announces Overnight Marketed Public Offering Of Units And Concurrent Private Placement
November 10, 2026 19:22 ET | Source: Custom Health Holdings Inc.
Final Short Form Base Shelf Prospectus is Accessible on SEDAR+ and Prospectus Supplement Will Be Accessible on SEDAR+ Within Two Business Days
KELOWNA, BC, Nov. 10, 2026 /CNW/ -- Custom Health Holdings Inc. (TSX: CHLT) ("Custom Health" or the "Company"), a digital health company that helps patients manage medications and chronic conditions through in-home dispensing technology, remote monitoring and pharmacist-led care, is pleased to announce that it has entered into an agreement with Stifel Nicolaus Canada Inc., as sole agent and sole bookrunner (the "Agent"), in connection with an overnight marketed public offering, on a "best efforts" agency basis, of units (the "Units") of the Company at a price of C$4.95 per Unit for aggregate gross proceeds of up to C$12,000,285 (the "Offering").
Each Unit will consist of one common share of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of C$5.90 at any time up to 60 months following the Closing Date (as defined below).
The Company has also granted the Agent an option (the "Agent's Option"), exercisable in whole or in part at any time on or up to 24 hours prior to the closing of the Offering, to offer and sell up to such number of additional Units as is equal to 15% of the number of Units sold under the Offering, to cover over-allotments, if any.
Concurrently with the Offering, the Company intends to complete a non-brokered private placement of Units on the same terms as the Offering for aggregate gross proceeds of up to approximately C$10,000,000, or such other amount as the Company may determine (the "Concurrent Private Placement"). Securities issued under the Concurrent Private Placement will be subject to a hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws.
The net proceeds of the Offering, depending on the gross proceeds raised, will be used to fund the Company's initiatives, including to fund payments in relation to previously announced acquisitions and associated transaction costs, to fund planned debt repayments, general and administrative expenses and working capital.
The Offering is scheduled to close on or about November 13, 2026 (the "Closing Date") and the Concurrent Private Placement is expected to close within 30 days of the closing of the Offering. Both the Offering and the Concurrent Private Placement are subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange and the securities regulatory authorities.
The Units to be issued under the Offering will be offered by way of a prospectus supplement (the "Prospectus Supplement") to the Company's final short form base shelf prospectus dated November 5, 2026 (the "Base Shelf Prospectus") which was filed with the securities regulatory authorities in each of the provinces and territories of Canada, except Quebec. Access to the Base Shelf Prospectus, the Prospectus Supplement and any amendment to the documents is provided in accordance with securities legislation relating to procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment. The Base Shelf Prospectus is accessible on the Company's profile on SEDAR+ at www.sedarplus.ca. The Prospectus Supplement will be accessible on the Company's profile on SEDAR+ at www.sedarplus.ca within two business days. An electronic or paper copy of the Base Shelf Prospectus, the Prospectus Supplement and any amendment to the documents may be obtained, without charge, from Stifel Nicolaus Canada Inc. at ECMCanada@stifel.com by providing the contact with an email address or address, as applicable. Prospective investors should read the Prospectus Supplement and the Base Shelf Prospectus, including the documents incorporated by reference therein, before making an investment decision.
It is anticipated that certain insiders of the Company may participate in the Offering and/or the Concurrent Private Placement. Any participation by insiders of the Company in the Offering and/or the Concurrent Private Placement would constitute a "related party transaction" as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company expects to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities to be issued to, nor the consideration to be paid by, such insiders is expected to exceed 25% of the Company's market capitalization, as determined in accordance with MI 61-101. Further details regarding any insider participation will be included in the Company's closing news release and in the material change report to be filed in connection with the Offering and/or the Concurrent Private Placement, as applicable.
The Agent may also offer the Units in the United States or to, or for the account or benefit of, a "U.S. person" (as defined in Regulation S under the United States Securities Act of 1933, as amended (the "1933 Act")) on a private placement basis to "accredited investors" (as defined in Rule 501 of Regulation D under the 1933 Act), and to "qualified institutional buyers" (as defined in Rule 144A under the 1933 Act) who are also "accredited investors", in each case pursuant to an applicable exemption from registration offered by Rule 506(b) of Regulation D and/or Section 4(a)(2) under the 1933 Act and in compliance with applicable state securities laws.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Units, Common Shares and Warrants have not been and will not be registered under the 1933 Act, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from such registration requirements.
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.
Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Cautionary Note Regarding Forward-Looking Information
Certain information in this news release constitutes "forward-looking information" within the meaning of applicable Canadian securities laws ("forward-looking statements"), including statements regarding the Offering and the gross proceeds to be raised thereunder, the filing of the Prospectus Supplement and the anticipated timing thereof, the expected closing of the Offering and the anticipated timing thereof, the exercise of the Agent's Option, the Concurrent Private Placement and the gross proceeds therefrom, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the Toronto Stock Exchange, the offering of Units in the United States on a private placement basis, the intended use of the net proceeds of the Offering, depending on the gross proceeds raised, including the repayment of indebtedness, and the Company's working capital and liquidity following the Offering. Forward-looking statements can often be identified by words such as "will", "intends", "expects", "anticipates", "plans", "proposed", "may", "would", "could", "subject to" and similar expressions. These statements are based on assumptions management considered reasonable at the date they were made, including the filing of the Prospectus Supplement and the timing thereof, that the Offering will close on the anticipated terms and timing, that all required approvals will be obtained, that the net proceeds will be applied as described in the Prospectus Supplement, that the Company will continue to have access to its committed credit facilities, and that there will be no material adverse change in the Company's business or in market conditions. Forward-looking statements are subject to known and unknown risks and uncertainties, including: the risk that the Prospectus Supplement is not filed as anticipated or at all, the Offering does not close on the anticipated timeline, anticipated terms or at all; the Company's negative working capital and the existence of material uncertainties that may cast significant doubt on its ability to continue as a going concern; the Undertaking; reliance on committed credit facilities, including facilities provided by an insider of the Company and amounts available at the lender's discretion; outstanding indebtedness, including matured promissory notes; the risk that the proposed acquisition of Evergreen is not completed on the anticipated terms or at all; management's discretion in the use of proceeds; dilution to existing shareholders; the regulation of pharmacy and healthcare operations in the United States and Canada; risks associated with being a newly listed issuer; and access to additional capital. Additional risks are described under "Risk Factors" in the Base Shelf Prospectus, the Prospectus Supplement and the Company's amended and restated management's discussion and analysis for the period ended June 30, 2026, available on SEDAR+ at www.sedarplus.ca. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. Readers are cautioned not to place undue reliance on forward-looking statements. All subsequent forward-looking statements, whether written or oral, attributable to Custom Health or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements contained in this news release are made as at the date of this news release and the Company does not undertake any obligation to update publicly or to revise any of the forward-looking statements made herein, whether as a result of new information, future events or otherwise, except as may be required by applicable securities law.
SOURCE Custom Health Holdings Inc.
For further information, please contact: Custom Health Inquiries: info@customhealth.com, http://www.customhealth.com; Investor Relations: Pardeep Sangha, 604-572-6392, ir@customhealth.com
