With Successful Renewal of Client Contracts
from 2022, New Capital to be used for Bringing Sustainable Habit
Change Platform to Profitability in 2023
TORONTO, March 7,
2023 /CNW/ - Newtopia Inc. ("Newtopia" or the
"Company") (TSXV: NEWU) (OTCQB: NEWUF), a tech-enabled
whole health platform creating sustainable habits that prevent,
slow and reverse chronic disease, today announced that following
the successful renewal of clients contracts from 2022, it has
closed a non-brokered private placement of units of the Company
(the "Units") at a price of $0.07 per Unit (the "Offering"). The
Company intends to use the net proceeds of the Offering for general
corporate and working capital purposes.
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Each Unit is comprised of: (i) one common share in the capital
of the Company (each a "Common Share"); (ii) a first
one-half of one Common Share purchase warrant (each whole first
warrant, an "A Warrant"); and (iii) a second one-half of one
Common Share purchase warrant (each whole second warrant, a "B
Warrant", and, together with the A Warrants, collectively, the
"Warrants"). Each A Warrant entitling the holder
thereof to acquire one Common Share (each, an "A Warrant
Share") at an exercise price of CDN$0.10 per A Warrant Share for a period of six
months from the closing date of the Offering. Each B Warrant
entitling the holder thereof to acquire one Common Share (each, an
"B Warrant Share", and, together with the A Warrant Shares,
collectively, the "Warrant Shares") at an exercise price of
CDN$0.15 per B Warrant Share for a
period of 24 months from the closing date of the Offering.
"Our most recent capital raise will support the ongoing
expansion of Newtopia's business while also helping to increase our
operating efficiencies," said Jeff
Ruby, Founder and CEO of Newtopia. "Newtopia's clients
represent some of the most innovative US employers and health plans
today, and we are delighted to have continued to support their
members' healthy body and mind habit formations in 2022. Contract
renewals across our installed client base are a testament to the
successful results delivered by our outcomes-based platform.
Importantly, these renewals demonstrate our ability to maintain
business continuity in a challenging macroeconomic environment
where proven clinical outcomes that demonstrate real cost savings
are even more paramount. These contract renewals combined with the
most recent capital raise will ultimately drive the Company toward
profitability in 2023."
All securities issued in connection with the Offering are
subject to a hold period which will expire on July 8, 2023, the date that is four months and
one day from the closing of the Offering. The Offering is subject
to the final approval of the TSX Venture Exchange and to all
regulatory approvals.
To demonstrate continued support for the Company's growth plans,
Jeff Ruby, the Company's Chief
Executive Officer and a director, as well as Roger Poirier, a director of the Company,
participated in the Offering. Such participation of certain
officers and directors of the Company in the Offerings are "related
party transactions" as defined under Multilateral Instrument 61-101
("MI 61-101"). The transaction is exempt from the formal
valuation requirements of MI 61-101 as none of the securities of
the Company are listed on a prescribed stock exchange. The
transaction is exempt from the minority shareholder approval
requirements of MI 61-101 as, at the time the transaction was
agreed to, neither the fair market value of, nor the fair market
value of the consideration for, the transaction, insofar as it
involves interested parties, exceeded 25% of the Company's market
capitalization.
As consideration for certain services provided to the Company in
connection with the Offering, the Company paid an aggregate of
CDN$42,151.50 and issued 595,021
compensation options exercisable to acquire one Common Share at a
price of $0.07 per Common Share for a
period of 24 months following the closing date of the Offering, as
finders' fees to certain persons.
Newtopia Habit Change
Platform
Newtopia deploys its unique habit change platform to improve
body & mind (whole health) outcomes among eligible employees or
health plan members at risk for metabolic disease, while
simultaneously reducing costs of care. Newtopia's personalized
intervention approach is steeped in the philosophy of
humans-helping-humans amplified by technology. The Company's
platform combines behavior genetic testing, dedicated one-on-one
live coaching, advanced engagement technology, remote monitoring
from smart devices and curated health groups with a proven,
value-based business model.
Through Newtopia's ongoing partnerships with employer and health
plan clients, each participant is paired with a dedicated
Inspirator (health coach) who takes time to learn their unique
well-being needs, challenges, preferences and genetically-motivated
behaviors and personality type. Influences such as family health
history, social determinants of health and readiness-to-change are
all taken into consideration in creating highly personalized whole
health experiences proven to prevent, slow and reverse obesity,
type 2 diabetes, heart disease, musculoskeletal issues, anxiety and
depression. Continued contract renewals and success of the business
come down to Newtopia's overall book-of-business results. These
results include: 76% enrolled engagement across year 1, with 56% of
enrollees continuing engagement at 24 months; 36% of participants
lose 5% or more body weight; participants decrease their chronic
disease risk by 14.5%; approximately 31% see mental health
improvements, and 18% drop at least one BMI (Body Mass Index)
class. A randomized controlled trial sponsored by Aetna
evaluating Newtopia demonstrated a $1,464 1st-year reduction in medical
costs per participant on average which was endorsed by the Society
of Actuaries. Newtopia was also recently the recipient of the
highest Full-Plus recognition from the Centers for Disease Control
and Prevention.
About Newtopia
Newtopia is a personalized whole health platform helping people
create positive lifelong habits that prevent, slow, or reverse
chronic disease while reducing healthcare costs. The
platform leverages genetic,
social and behavioral insights to create individualized prevention programs
with a focus on metabolic disease, diabetes, mental health
challenges, hypertension, weight management and musculoskeletal
disorders. With a person-centered approach that combines
virtual care, digital tools, connected devices and actionable data
science, Newtopia delivers sustainable clinical and financial
outcomes.
Newtopia serves some of the largest nationwide employers and health
plans and is currently listed in Canada on the Toronto
Stock Exchange (TSXV: NEWU) and is quoted in the US on
the OTCQB® Venture Market (OTCQB: NEWUF). To
learn more, visit newtopia.com, LinkedIn or Twitter.
Forward Looking Statements
This news release contains
forward-looking information and forward-looking statements, within the meaning
of applicable Canadian securities legislation, and forward looking
statements, within the meaning of applicable United States securities legislation
(collectively, "forward-looking statements"), which
reflects management's expectations regarding Newtopia's future
growth, results from operations (including, without limitation,
future production and capital expenditures), performance (both
operational and financial), business prospects and opportunities
TSX Venture Exchange approval of the Offering and the Company's
anticipated use of proceeds from the Offering. Wherever possible,
words such as "predicts", "projects", "targets", "plans",
"expects", "does not expect", "budget", "scheduled", "estimates",
"forecasts", "anticipate" or "does not anticipate", "believe",
"intend" and similar expressions or statements that certain
actions, events or results "may", "could", "would", "might" or
"will" be taken, occur or be achieved, or the negative
or grammatical variation thereof or other variations thereof,
or comparable terminology have been used to identify
forward-looking statements. All statements other than statements of historical fact may be forward- looking
information. Such statements reflect Newtopia's current views and
intentions with respect to future events, based on information
available to Newtopia, and are subject to certain risks,
uncertainties, and assumptions. Material factors or
assumptions were applied in providing forward-looking information.
While forward-looking statements are based on data,
assumptions and analyses that Newtopia believes are reasonable
under the circumstances, whether actual results, performance or
developments will meet Newtopia's expectations and predictions
depends on a number of risks and uncertainties that could
cause the actual results,
performance and financial condition of Newtopia
to differ materially from its expectations. Forward-looking
statements are not a guarantee and are based on
a number of estimates
and assumptions management believes
to be relevant and reasonable, whether actual results,
performance or developments will meet Newtopia's expectations and
predictions depends on a number of risks and uncertainties
that could cause the actual results, performance and financial
condition of Newtopia to differ materially from its
expectations. Certain of the "risk factors" that could cause
actual results
to differ materially from Newtopia's forward-looking statements in this press release
include, without limitation: the termination of contracts by clients, risks related to COVID-19 including
various recommendations, orders and measures of governmental
authorities to try to limit the pandemic, including travel
restrictions, border closures, non-essential business closures,
quarantines, self-isolations,
shelters- in-place and social distancing, disruptions to markets,
economic activity, financing, supply chains and sales channels,
and a deterioration of general economic conditions including a
possible national or global recession; and other general
economic, market and business conditions and factors, including the
risk factors discussed or referred to in Newtopia's disclosure
documents, filed with the securities regulatory authorities in
certain provinces of Canada and
available at www.sedar.com including Newtopia's final
long form prospectus
dated March 30, 2020.
Should any factor affect Newtopia's in an unexpected manner, or
should assumptions underlying the forward- looking information
prove incorrect, the actual results or events may differ materially
from the results
or events predicted. Any such forward-looking information is expressly
qualified in its entirety by this
cautionary statement. Moreover,
Newtopia does not assume responsibility for the accuracy
or completeness of such forward-looking information. The
forward-looking information included in this press release is
made as of the date of this press release, and Newtopia undertakes
no obligation to publicly update or revise
any forward-looking information, other than as
required by applicable law.
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
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SOURCE Newtopia Inc.