Form 8-K - Current report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

December 7, 2023

Date of Report (Date of earliest event reported)

Viemed Healthcare, Inc.

(Exact name of registrant as specified in its charter)

British Columbia, Canada

001-38973

N/A

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)



625 E. Kaliste Saloom Rd. Lafayette, Louisiana						70508
(Address of principal executive offices)						(Zip Code)

(337) 504-3802

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common shares, no par value	VMD	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure

On December 7, 2023, Viemed Healthcare, Inc. (the "Company") issued a press release announcing that it has applied and received approval from the Toronto Stock Exchange (“TSX”) for the voluntary delisting of its common shares (each a “Common Share”) from the TSX. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and Exhibit 99.1 be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01. Other Events

On December 7, 2023, the Company announced that it has applied and received approval from the TSX for the voluntary delisting of its Common Shares from the TSX. The Common Shares will be delisted from TSX effective as of close of markets on December 21, 2023. In accordance with the TSX Company Manual, TSX does not require shareholder approval of the voluntary delisting of the Common Shares from TSX, as an acceptable alternative market will exist for the Common Shares on the date of delisting.

The delisting from TSX will not affect the Company's listing on the NASDAQ Capital Market ("NASDAQ"). The Common Shares will continue to trade on NASDAQ under the symbol “VMD". Following delisting from TSX, Viemed's shareholders can trade their Common Shares through their brokers on NASDAQ.

Certain statements contained in this Current Report on Form 8-K may constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 or “forward-looking information” as such term is defined in applicable Canadian securities legislation (collectively, “forward-looking statements”). By their nature, forward-looking statements are subject to risks, uncertainties, and contingencies, including the anticipated results of delisting and consolidated trading on Nasdaq. The Company does not undertake to update any forward-looking statements, including those contained in this Current Report on Form 8-K. For further information regarding risks and uncertainties associated with the Company, please refer to the “Risk Factors” section of the Company’s SEC filings, including its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.


Exhibit Number						Description
99.1						Press Release dated December 7, 2023.
104						Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 7, 2023



VIEMED HEALTHCARE, INC.

By:						/s/ Trae Fitzgerald
						Trae Fitzgerald
						Chief Financial Officer

VIEMED TO CENTRALIZE MARKET FOR COMMON SHARES ON NASDAQ

THROUGH VOLUNTARY DELISTING FROM TSX

Lafayette, Louisiana (December 7, 2023) Viemed Healthcare, Inc. (the “Company” or “Viemed”) (NASDAQ:VMD and TSX:VMD.TO), a national leader in respiratory care and technology-enabled home medical equipment services, announced that it has applied and received approval from the Toronto Stock Exchange (“TSX”) for the voluntary delisting of its common shares (each a “Common Share”) from the TSX. The delisting from TSX will not affect the Company's listing on the NASDAQ Capital Market ("NASDAQ").

“The Company is taking strategic action to enhance market efficiency and optimize our administrative processes by consolidating trading volumes on NASDAQ, as the majority of both outstanding shares and trading volume is currently concentrated in the United States. The delisting from TSX will create a singular focal point and central marketplace for the Company’s common shares, contributing to increased long-term liquidity on NASDAQ and increased shareholder value.” said Viemed Chief Operating Officer, Todd Zehnder.

The Common Shares will be delisted from TSX effective as of close of markets on December 21, 2023. In accordance with the TSX Company Manual, TSX does not require shareholder approval of the voluntary delisting of the Common Shares from TSX, as an acceptable alternative market will exist for the Common Shares on the date of delisting. The Common Shares will continue to trade on NASDAQ under the symbol “VMD".

Following delisting from TSX, Viemed's shareholders can trade their Common Shares through their brokers on NASDAQ. As most brokers in Canada, including many discount and online brokers, have the ability to buy and sell securities listed on NASDAQ, Viemed’s NASDAQ listing will continue to provide shareholders with the same accessibility to trade the Common Shares. Shareholders holding their shares in Canadian brokerage accounts should contact their brokers to confirm how to trade Viemed’s shares on NASDAQ.

ABOUT VIEMED HEALTHCARE, INC.

Viemed is a provider of in-home medical equipment and post-acute respiratory healthcare services in the United States. Viemed’s service offerings are focused on effective in-home treatment with clinical practitioners providing therapy and counseling to patients in their homes using cutting-edge technology. Visit our website at www.viemed.com.

For further information, please contact:

Glen Akselrod

Bristol Capital

905-326-1888

glen@bristolir.com

Todd Zehnder

Chief Operating Officer

Viemed Healthcare, Inc.

337-504-3802

investorinfo@viemed.com

Forward-Looking Statements

Certain statements contained in this press release may constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 or “forward-looking information” as such term is defined in applicable Canadian securities legislation (collectively, “forward-looking statements”). Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “potential”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, or “projects”, or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results “will”, “should”, “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative of these terms or comparable terminology, all statements other than statements of historical fact, including those that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance, including the anticipated results of delisting and consolidated trading on Nasdaq. Such statements reflect the Company's current views and intentions with respect to future events, and current information available to the Company, and are subject to certain risks, uncertainties and assumptions. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking statements to vary from those described herein should one or more of these risks or uncertainties materialize. These factors include, without limitation: the general business, market and economic conditions in the regions in which the Company operates; the impact of the COVID-19 pandemic and the actions taken by governmental authorities, individuals and companies in response to the pandemic on our business, financial condition and results of operations, including on the Company's patient base, revenues, employees, and equipment and supplies; significant capital requirements and operating risks that the Company may be subject to; the ability of the Company to implement business strategies and pursue business opportunities; volatility in the market price of the Company's common shares; the Company’s novel business model; the state of the capital markets; the availability of funds and resources to pursue operations; reductions in reimbursement rates and audits of reimbursement claims by various governmental and private payor entities; dependence on few payors; possible new drug discoveries; dependence on key suppliers; granting of permits and licenses in a highly regulated business; competition; disruptions in or attacks (including cyber-attacks) on the Company's information technology, internet, network access or other voice or data communications systems or services; the evolution of various types of fraud or other criminal behavior to which the Company is exposed; difficulty integrating newly acquired businesses; the impact of new and changes to, or application of, current laws and regulations; the overall difficult litigation and regulatory environment; increased competition; increased funding costs and market volatility due to market illiquidity and competition for funding; critical accounting estimates and changes to accounting standards, policies, and methods used by the Company; the Company’s status as an emerging growth company and a smaller reporting company; and the occurrence of natural and unnatural catastrophic events or health epidemics or concerns, such as the COVID-19 pandemic, and claims resulting from such events or concerns; as well as those risk factors discussed or referred to in the Company’s disclosure documents, including the Company’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission (the “SEC”) available on the SEC’s website at www.sec.gov, and with the securities regulatory authorities in certain provinces of Canada available at www.sedar.com. Should any factor affect the Company in an unexpected manner, or should assumptions underlying the forward-looking statements prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking statements are expressly qualified in their entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward-looking statements. The forward-looking statements included in this press release are made as of the date of this press release and the Company undertakes no obligation to publicly update or revise any forward-looking statements, other than as required by applicable law.

Cover	Dec. 07, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 07, 2023
Entity Registrant Name	Viemed Healthcare, Inc.
Entity File Number	001-38973
Entity Incorporation, State or Country Code	Z4
Entity Address, Address Line One	625 E. Kaliste Saloom Rd.
Entity Address, Postal Zip Code	70508
Entity Address, City or Town	Lafayette
Entity Address, State or Province	LA
City Area Code	337
Local Phone Number	504-3802
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common shares, no par value
Trading Symbol	VMD
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001729149
Amendment Flag	false