TORONTO, June 23, 2022 /PRNewswire/ - Newtopia Inc. ("Newtopia" or the "Company") (TSXV: NEWU) (OTCQB: NEWUF), a tech-enabled whole health platform creating positive lifelong habits that prevent, slow, or reverse chronic disease, today announced the successful delivery of a speaking engagement at America's Health Insurance Plans' annual conference (AHIP 2022), the main industry event for health plans in the United States. Lara Dodo, Newtopia's Chief Growth & Operating Officer, delivered an address at the event on June 22nd entitled, "How Behavioral Genetics Can Improve Member Engagement and Whole Person Health." Ms. Dodo's speech emphasized the ways in which behavioral genetic analysis helps hyper-personalize the Newtopia experience for each participant, ultimately improving outcomes for participants and lowering healthcare costs for health insurers.
Following more than two years of a global pandemic, the health plan industry has increasingly recognized the need for and value of focusing on reducing the overall burden of chronic health conditions, and interest from AHIP attendees in Newtopia's platform was very high. Commenting on the conference, Newtopia's Founder and CEO Jeff Ruby noted, "Newtopia has always had a natural fit with the mission of health plans, and that is helping people to lead healthier lives by focusing on chronic disease prevention, while at the same time driving down costs for the U.S. healthcare system. As we continue to expand our new business pipeline, including with leading health plan innovators in the Medicare Advantage space, participating in AHIP 2022 was a key component of our business development efforts. We're excited by the warm reception and strong interest in our proven and differentiated platform at such a bellwether event for the payor space."
The Company is further pleased to announce that it has closed the non-brokered portion of its previously announced private placement of units of the Company (the "Units") at a price of $0.20 per Unit (the "Non-Brokered Offering"). Each Unit is comprised of one common share in the capital of the Company (each a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant is exercisable to acquire one Common Share at an exercise price of $0.30 per Common Share, subject to adjustments in certain events, until May 11, 2024. Pursuant to the Non-Brokered Offering, 550,000 Units were sold to two directors of the Company for aggregate gross proceeds of $110,000. The Non-Brokered Offering was completed on the same terms as its $3,390,000 brokered private placement offering (the "Brokered Offering") announced on April 29, 2022. No fees or commissions are payable to the Agent in connection with the Non-Brokered Offering.
All securities issued in connection with the Non-Brokered Offering are subject to a hold period which will expire on September 12, 2022, the date that is four months and one day from the closing of the Non-Brokered Offering.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent United States registration or an applicable exemption from the United States registration requirements. This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities in the United States, nor in any other jurisdiction in which such offer, solicitation or sale would be unlawful. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the Company and management, as well as financial statements.
The participation of certain directors of the Company in the Non-Brokered Offering 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.
Newtopia is a tech-enabled habit change provider focused on disease prevention and reducing the cost of care for health insurers. As a provider of whole person care, we prevent, reverse, and slow the progression of chronic disease while enriching mental health, resilience and overall human performance. Newtopia's programs leverage genetic, social, and behavioural insights to create individualized prevention programs with a focus on type 2 diabetes, heart disease, stroke and weight. 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 on the Toronto Stock Exchange and quoted on the OTC Venture Market in the United States (TSXV: NEWU) (OTCQB: NEWUF). To learn more, visit newtopia.com, LinkedIn or Twitter.
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) and business prospects and opportunities. 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. These forward-looking statements include, among other things, statements with respect to the Offerings, the use of proceeds and the timing and ability of the Company to obtain the final approval of the TSXV. 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 news release include, without limitation: 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.
For more information on these risks please see the "Risk Factors" in Newtopia's final long-form prospectus dated March 30, 2020. Should any factor affect Newtopia 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 news release is made as of the date of this news release, and Newtopia undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.
Neither TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.
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