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 /PRNewswire/ – 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.
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 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.
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.
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.