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Provides Update On Telehospital Purchase
Toronto, ON – May 19, 2022 – Further to its news releases of November 16, 2021, and March 2, 2022, Leveljump Healthcare Corp. (TSXV: JUMP) (OTCQB: JMPHF) (FSE: 75J) ("Leveljump" or the "Company"), a Canadian leader in B2B telehealth solutions, wishes to announce the following update on its Telehospital Corp. purchase.
Following extensive due diligence and discussions with the vendors of Telehospital Corp., the parties have agreed to amend the payment terms of the purchase price to more accurately reflect that a significant portion of the purchase price is derived from a series of contingent payments based on revenue growth. Accordingly, the total proposed purchase price has been reduced to US$6,000,000 which will now be paid as follows: (a) US$2,000,000 cash on closing, less a deposit of US$100,000 which was paid on signing of the original purchase agreement; (b) US$500,000 cash three months after client services have begun on the execution of a pending services agreement with an identified client hospital; (c) contingent payments of up to US$2,000,000 based, in part, on gross revenues received between the date of closing and fiscal years 2023 and 2024; and (d) an increase in the number of shares of Leveljump to be issued to the vendors from 4,000,000 shares to 6,000,000 shares at a price of C$0.20 to be released to the vendors at the rate of 25% on closing, and 25% on each of the 6th, 12th and 18th month thereafter. The Company has also agreed to pay US$500,000 cash for certain medical assets and IP of which US$200,000 will be paid on closing and the remaining US$300,000 will be due following the receipt of FDA approval to the use of the assets. All contingency payments will be due within thirty days of each target being met. If the Company fails to pay any contingent cash payment when due, the Company will be obligated to issue 1,500,000 shares at a price of C$0.20 per share as a penalty for each missed payment.
All other terms of the agreement remain in place including the requirement of key personnel of Telehospital to enter into an exclusive three-year employment agreement and an investment of US$1,000,000 into Telehospital by Leveljump within six months following the approval of an expansion business plan by the parties.
Concurrent with the closing, Telehospital will enter into Master Services Agreement (“MSA”) with its associated company, Vigilias LLC, which is the principal contractor with client hospitals. Under the MSA, Telehospital will recognize a management fee as its revenue pending the granting of a hospital license by the State of Kansas to Telehospital. Once granted, the MSA will end and all contracts and revenue will be held and recognized by Telehospital directly. Leveljump anticipates the process to register Telehospital as a hospital will take approximately six months.
Closing has now been rescheduled for June 30th, 2022. Closing is subject to a number of conditions including TSX Venture Exchange consent and completion of financing by Leveljump to satisfy the cash portion of the purchase price.
Updated financial information has been provided by Vigilias and Telehospital. For fiscal 2021, Vigilias and its affiliates reported gross revenue of approximately US$5 million with net income of approximately US$493,000.
“The amended payment price and terms more accurately reflect the structure of income flow through expected in the future by Telehospital once it is licensed. Leveljump will be acquiring a brand with significant upside but at a much-reduced initial cost. With this acquisition, we will be a broad-based telehealth company offering critical medical care to underserviced communities. We are look forward to closing this transaction and expanding our business in a very meaningful way”, said Mitch Geisler, CEO of Leveljump.
Any securities issued in connection with this transaction will be subject to regulatory hold periods of not less than four months and one day from the date of issue.
About Leveljump Healthcare
LevelJump Healthcare Corp., (TSXV: JUMP) is building a national telehealth medical company and brand, currently by providing teleradiology (remote radiology) services to its client hospitals and imaging centers. Additionally, JUMP owns and operates independent healthcare facilities (IHF’s) focused on diagnostic imaging.
ON BEHALF OF THE BOARD OF DIRECTORS OF
LEVELJUMP HEALTHCARE CORP.
Mitchell Geisler, Chief Executive Officer
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the Company's business plans and the outlook of the Company's industry. Although the Company believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. The statements in this press release are made as of the date of this release and the Company assumes no responsibility to update them or revise them to reflect new events or circumstances other than as required by applicable securities laws. The Company undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Company, Canadian Teleradiology Services, Inc., their securities, or their respective financial or operating results (as applicable).
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
The securities being offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor in any other jurisdiction.