CSPN Carespan Health Inc

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VANCOUVER, BC, Nov. 7, 2023 /CNW/ - CareSpan Health, Inc. (TSXV: CSPN) ("Company" or "CareSpan"), is pleased to announce that, further to its press release dated September 13, 2023 and October 12 2023, it has received the requisite consent from the majority of its shareholders via written resolution, approving the Company's proposed venture with ChopraX LLC ("ChopraX") to set up a business of integrative care using the CareSpan technology platform and operations (the "Business") and the resulting creation of ChopraX as a new "Control Person" (as such term is defined under the policies of the TSX Venture Exchange) of the Company, pursuant to the definitive agreement dated September 12, 2023 between the Company and ChopraX (the "Definitive Agreement"). The majority shareholder support is intended to satisfy the TSX Venture Exchange (the "TSXV") condition that the Company obtain shareholder approval for the creation of a new Control Person pursuant to Section 5.14 under Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets. The closing of the Business remains subject to the satisfaction of various conditions including, among others, the final approval of the TSXV. 

The Company thanks its shareholders for their continued support. The consent letters for the Business provided by shareholders re-affirm the confidence the Company's shareholders have in the ability of the Company's board and management team to complete and advance CareSpan's proposed venture with ChopraX.

The Company is pleased to announce the non-brokered private placement offering (the "Offering") of units of the Company (the "Units") at a price of $0.10 per Unit for aggregate gross proceeds of a minimum of $2,000,000 and up to a maximum of $3,000,000, or such other amounts as determined by the Company. Each Unit will consist of: (i) one common share of the Company (each, a "Share"); and (ii) one-half of one Share purchase warrant of the Company (each whole warrant, a "Warrant") whereby a Warrant is exercisable for one Share (the "Warrant Share") at an exercise price of $0.15 per Warrant Share for a period of five (5) years from the closing date of the Offering.

The gross proceeds raised from the Offering will be used for the Business and general corporate and working capital purposes. The closing of the Offering is expected to occur on or prior to January 2024 (the "Closing Date") and is subject to receipt of all applicable regulatory approvals, including the approval of the TSXV. Pursuant to the Definitive Agreement, the closing of the Business is subject to the completion of the Offering which is taking place concurrently with the Business.

Under the Offering, the Units may be offered to: (i) Canadian residents; (ii) United States residents; and (iii) residents outside of Canada and United States. The underlying securities of the Units issued pursuant to the Offering will be subject to a statutory hold period of four months and one day from the Closing Date.

The Company is also pleased to announce that American Advanced Practice Network ("American-APN"), a CareSpan professional corporation, has been awarded an additional contract to conduct assessments for military servicemembers in multiple states and locations across the United States (the "Contract"). American-APN providers across the United States use the CareSpan "Clinic-in-the-Cloud"™ solution to deliver primary, chronic, and urgent care to underserved geographies in the United States.

American-APN clinicians will work with servicemembers as part of the Reserve Health Readiness Program. Patients will include current military reservists, active military servicemembers in certain locations, and certain civilians covered by the Contract. These routine examinations support medical readiness by ensuring that each patient meets the medical standards and requirements to safely and effectively continue their service.

Since 2021, American-APN providers have worked with over 3,000 veterans to assess and document service-related conditions. "CareSpan is proud to compassionately support Veterans by enabling them to receive the care and compensation they are entitled to," said Rembert de Villa, Chairman and CEO of CareSpan. "This new contract demonstrates the Company's commitment to the wellness of current reservists and active-duty military, as well as CareSpan's dedication to helping its member practitioners grow their practices." 

Nurse practitioners who are already paneled to complete the veterans' examinations are eligible for training and participation under the Contract. At scale, the Contract is expected to contribute growth for CareSpan and its networks. The Contract is a result of the Company's strategic pivot to higher margin services that can yield sustainable growth.

The Company experienced a recent decrease in revenue from one of its major nurse practitioner practices. However, the margins from this revenue stream have been relatively low. CareSpan and its networks are currently undergoing a strategic structural transformation, focusing on higher-margin services that may yield sustainable and profitable growth.

Nurse practitioners currently in the Company's network are eligible to be trained and participate under the Contract to conduct military personnel and reservist examinations. The Contract is expected to contribute to the Company's growth trajectory at scale. Furthermore, the Company is actively recruiting and in the process of onboarding several new providers, currently completing their credentialing, to strengthen CareSpan's network and capture new revenue.

The Contract is aimed at reservists and active-duty military personnel, along with the Business, are important elements of the Company's strategic pivot. These new revenue initiatives are expected to diversify the Company's revenue sources away from other recently decreasing revenue sources of the Company, and more importantly, potentially positively contribute to the Company's profit margins over time. CareSpan is focused on implementing these changes toward building a business with profitable long-term growth CareSpan and its affiliated networks.

The board of directors of CareSpan (the "Board") is also pleased to announce the appointment of Darrell Messersmith as Chief Executive Officer of the Company, effective January 1, 2024. Rembert de Villa, current CEO, will continue in his role as Director and Chairman of the Board.

Darrell joined CareSpan in June 2022 as Head of Technology. He was then promoted to Head of Technology and Operations in October 2022, then to Chief Operating Officer in January 2023. Rembert de Villa commented, "I could think of no better person to take the helm of CareSpan at this time and lead the Company to its next level of evolution." He added, "Darrell has proven to be an extremely effective leader and possesses the healthcare expertise, in-depth experience, and strategic thinking needed to drive CareSpan's growth going forward. The Board is delighted to see that this planned succession will be implemented seamlessly."

"I am honored to have the mandate from Board to lead the growth of CareSpan in the coming years," said Darrell Messersmith, incoming CEO of CareSpan. "I have always believed in the Company's vision of enabling care delivery with leading-edge technology to achieve better health outcomes for patients. That is and will always be my passion."

Darrell joined CareSpan with more than 25 years of experience in healthcare system leadership, working with providers and system leadership to advance clinical care and technology adoption. Darrell is the former Vice-President of Information Technology, Chief Information Officer and Chief Medical Information Officer at Vail Health in Colorado, and prior to that he was Chief Information Officer at Platte Valley Medical Center in the Denver metro area.

Darrell began his career as a physical therapist and clinical department leader, and brings a patient centered and provider's perspective to technology planning and deployment. His move from clinical systems leadership to technology came in 2010 when he was asked to lead large electronic medical record ("EMR") implementations and technology projects. Since that time, he has successfully led numerous technology initiatives including analytics and decision support, revenue cycle, clinical documentation improvement, EMR optimization, interoperability, and information exchange. Darrell has a strong history as a trusted advisor and thought leader among his peers.

Darrell holds a Master of Science degree in Physical Therapy from Andrews University, a Bachelor of Science in Anatomy and Physiology, and a Bachelor of Science in Psychology from Walla Walla University. He is a certified healthcare CIO and completed the Advisory Board Fellowship for healthcare leaders in 2018.

ChopraX, LLC is a wellness-dedicated venture platform and accelerator, that sits at the convergence of whole person health, tech-enabled well-being, and science-led innovation. ChopraX's mandate is to find and back exceptional, visionary founders to build category-defining companies at the intersection of research, technology, and evolving consumer behaviors. It has launched to build transformative ventures using breakthrough innovation to improve human well-being in an accessible, scalable, sustainable and impactful way. ChopraX is positioned to make an impact while gaining significant market share and becoming the global leader in the wellness industry. For more information, visit www.choprax.com.

CareSpan is a healthcare technology and services company that has developed and deployed a unique, proprietary integrated digital care platform, the CareSpan Clinic-in-the Cloud™, that creates easy access to care for the underserved. With a patient-centric approach focused on improving health outcomes, CareSpan uses sophisticated digital tools and capabilities to improve patient outcomes in primary care, chronic care, urgent care, and mental health. In addition to the integrated digital care platform, CareSpan has built and deployed a business support infrastructure for its professional networks, American-Advanced Practice Network and AmericanMedPsych Network. American-Advanced Practice Network harnesses the clinical capabilities of Nurse Practitioners to address the shortage in primary and chronic care in the country. AmericanMedPsych brings together providers to tackle shortages mainly in mental health.

Clinic-in-the-Cloud is a trademark of CareSpan USA Inc., a subsidiary of CareSpan Health, Inc.

ON BEHALF OF THE BOARD OF DIRECTORS:

Rembert de Villa
Director and Chief Executive Officer

For more information, visit: www.carespanhealth.com

Forward-Looking Statements Disclaimer and Reader Advisory

This press release contains forward-looking statements. Forward-looking statements can be identified by the use of words such as, "subject to", or variations of such words and phrases or state that certain actions, events or results "may" or "will" be taken, occur or be achieved. Forward-looking statements in this press release include statements regarding: the setting-up of the Business, the completion of the Offering, the receipt of the regulatory approvals, the Closing Date of the Offering, the use of proceeds from the Offering, the Company's and ChopraX's intention to reach more people through the Business via integrative care of the Business, the expectation that the Contract will contribute to profitable growth for CareSpan, the decrease in revenue from the nurse practitioner practice will remain relatively low; CareSpan's strategic structural transformation will result in higher-margin services that can yield sustainable and profitable growth, the Contract is expected to contribute to the Company's growth trajectory at scale; the recruitment of new providers; the Contract and other revenue initiatives may offset the recent revenue downturn and enhance CareSpan's profit margins, and the Company's changes will build a profitable business. These forward-looking statements are based on assumptions, including the development and successful launch of the Business, receipt of the applicable approvals for the proposed Business with ChopraX, the execution of the Business strategy by management of the Company, no adverse changes in the regulatory regime applicable to the Business or the Company, the satisfaction of all conditions to the Definitive Agreement, and the completion of the Offering. The actual results may be materially different from any future expectations expressed or implied by the forward-looking statements. The forward-looking statements can be affected by known and unknown risks, uncertainties and other factors, including, but not limited to, the equity markets generally, a failure to obtain the necessary approval from the TSXV or shareholders of the Company (if applicable), the inability of management to execute its strategy as it comes to the Business, and reliance on key personnel. Accordingly, readers should not place undue reliance on forward-looking statements. 

Except as required by law, CareSpan undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. 

Trading in the securities of the Company should be considered highly speculative.

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 news release.

SOURCE CareSpan Health, Inc.