CloudMD Expands Virtual Mental Health Services Through Acquisition of Aspiria Corp., a Healthcare Provider Focused on Delivering Employee (EAP) and Student (SAP) Assistance Programs - Seite 3

Charles Benayon, Founder & CEO of Aspiria commented, “Becoming part of the CloudMD family means we can do even more to inspire and motivate organizations on their journey to better health. This is just the beginning because we’ll be able to change the landscape of how mental health solutions are provided to students, employers, and individuals, by innovating faster, providing more choices, and providing continuity of care to support shifting organizational health and wellness needs. On our own, we pushed the bounds of what was possible from the ground up by providing 24/7, multilingual, short-term mental health services. With access to CloudMD’s incredible resources, knowledge and global platform, the transformation of delivering mental health care to organizations in the employer and student markets will be truly limitless. We look forward to working with the extended CloudMD team in contributing to their pioneering approach in managing the wellbeing of organizations and its members.”  

Terms of Acquisition

In consideration for the purchase of 100% of the outstanding securities of Aspiria, CloudMD has agreed to pay shareholders of Aspiria aggregate consideration of $3 million payable as follows: (i) $1.2 million in cash, subject to a working capital adjustment; (ii) $1.05 million in common shares of the Company; and (iii) a performance-based earnout of $0.75 million, which is payable in common shares of the Company after a period of 1 year. All common shares issued pursuant to the acquisition will be issued at a deemed price of $2.28 per common share and are priced by calculating the 10-day volume-weighted average trading price of the Company's common shares for the 10 trading days prior to the execution of the binding term sheet. The common shares will be subject to certain contractual restrictions on trading for a period of 30 months from the date of issuance. The acquisition is subject to customary closing conditions, including the execution of a definitive acquisition agreement and receipt of TSX Venture Exchange approval.

(1) https://www.uottawa.ca/wellness/about/awareness 

(2) Annual revenue run rate figures are calculated based on annualizing the available results for the 11-month period ending November 30, 2020.

About CloudMD Software & Services

CloudMD is digitizing the delivery of healthcare by providing a patient centric approach, with an emphasis on continuity of care. The Company offers SAAS based health technology solutions to healthcare providers across North America and has developed proprietary technology that delivers quality healthcare through a holistic offering including hybrid primary care clinics, specialist care, telemedicine, mental health support, educational resources and artificial intelligence (AI). CloudMD currently services a combined ecosystem of over 500 clinics, almost 4000 licensed practitioners and 8 million patient charts across North America.