VANCOUVER, British Columbia, Aug. 18, 2025 (GLOBE NEWSWIRE) — Hydreight Technologies Inc. (TSXV: NURS, OTC: HYDTF, FSE: SO6) (“Hydreight” or the “Company”), a leader in nationwide digital healthcare solutions, announces that it has entered into an agreement with Canaccord Genuity Corp. (the “Lead Agent”), pursuant to which it has agreed to act as lead agent and sole bookrunner, in connection with a “best efforts” private placement of up to C$10,000,000 aggregate principal amount of unsecured convertible debentures of the Company (the “Debentures”), issued in ordinary multiples of C$1,000 (the “Offering”).
In connection with the Offering, the Company has granted the Lead Agent an option to increase the size of the Offering by up to C$1,500,000 aggregate principal amount of Debentures, exercisable by the Lead Agent, in whole or in part, any time up until 48 hours prior to the closing date of the Offering (the “Closing Date”).
The Debentures will be issued pursuant to the terms of a debenture indenture to be entered into by the Company and Odyssey Trust Company, as debenture trustee, on the Closing Date (the “Debenture Indenture”) and will mature on the date that is 36 months from the date of issuance, subject to the exercise of the Forced Conversion Right (as defined herein) (the “Maturity Date”). The outstanding principal amount of each Debenture will be unsecured and will be convertible into common shares of the Company (the “Common Shares” and each Common Share issuable upon conversion of a Debenture being a “Debenture Share”), at the option of the holder thereof, at any time prior to 5:00 p.m. (Toronto time) on the last business day immediately preceding the Maturity Date, at a conversion price equal to C$4.06 per Debenture Share (the “Conversion Price”), subject to adjustment in accordance with the Debenture Indenture. The outstanding principal amount of the Debentures, together with any accrued and unpaid interest, will become due and payable in full on the Maturity Date and will be payable in cash.
If at any time after the two year anniversary of the Closing Date and prior to the Maturity Date, the daily volume weighted average trading price of the Common Shares on the TSX Venture Exchange exceeds 125% of the Conversion Price for 20 consecutive trading days (the “Conversion Trigger”), the Company will have the right to force the conversion of all principal amount outstanding under the Debentures into Debenture Shares at the Conversion Price (the “Forced Conversion Right”). In the event the Forced Conversion Right is exercised, the Company will provide notice to the holders of the Debentures by disseminating a press release (the “Forced Conversion Press Release”) within 10 days of the end of the period during which the Conversion Trigger was met, announcing that the Forced Conversion Right is being exercised and specifying the date on which the force conversion of the Debentures shall occur, provided such date shall not be less than 30 calendar days following the date of the Forced Conversion Press Release.
The outstanding principal amount of the Debentures shall bear interest at a fixed rate of 9.0% per annum from the date of issue, payable semi-annually in arrears in cash on the last day of June and December of each year, with the first interest payment date being December 31, 2025.
The Offering is expected to close on or about September 4, 2025, or on such other date as may be agreed to by the Lead Agent and the Company. Closing of the Offering remains subject to the Company receiving all necessary regulatory approvals, including the conditional approval of the TSX Venture Exchange. The net proceeds of the Offering are expected to be used for general corporate and working capital purposes.
The Company has agreed to (i) pay the Lead Agent a cash commission equal to 6.0% of the aggregate principal amount of Debentures sold under the Offering, and (ii) to issue to the Lead Agent such number of compensation warrants as is equal to 6.0% of the number of Debenture Shares issuable upon conversion of the Debentures sold under the Offering (each, an “Agents’ Warrant”). Each Agents’ Warrant will be exercisable to purchase one Common Share (each, a “Compensation Share”) for a period of 24 months from the Closing Date at an exercise price of C$3.74.
All Debentures and Agents’ Warrants issued pursuant to the Offering, including any Debenture Shares or Compensation Shares issuable upon the conversion or exercise thereof, will be subject to a hold period under applicable Canadian securities laws expiring four months and one day from the Closing Date.
The securities described herein have not been, and will not be, registered under the U.S. Securities Act or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.
Contact
Email: ir@hydreight.com; Telephone: 1 (702) 970-8112
About Hydreight Technologies Inc.
Hydreight Technologies Inc is building one of the largest mobile clinic networks in the United States. Its proprietary, fully integrated platform hosts a network of over 2500 nurses, over 100 doctors, and a pharmacy network across 50 states. The platform includes a built-in, easy-to-use suite of fully integrated tools for accounting, documentation, sales, inventory, booking, and managing patient data, which enables licensed healthcare professionals to provide services directly to patients at home, office or hotel. Hydreight is bridging the gap between provider compliance and patient convenience, empowering nurses, med spa technicians, and other licensed healthcare professionals. The Hydreight platform allows healthcare professionals to deliver services independently, on their own terms, or to add mobile services to existing location-based operations. Hydreight has a 503B pharmacy network servicing all 50 states and is closely affiliated with a U.S. certified e-script and telemedicine provider network.
Cautionary Note Regarding Forward-Looking Statements
This news release contains statements that constitute “forward-looking statements.” Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements, or developments to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “potential” and similar expressions, or that events or conditions “will,” “would,” “may,” “could” or “should” occur.
Forward-looking statements in this news release include, among others, statements relating to expectations regarding the anticipated use of proceeds from the Offering, the terms of the Offering and the anticipated completion date, anticipated regulatory approvals and other statements that are not historical facts. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors and risks include, among others, the risk that the Offering will not be completed on the terms or timeline anticipated or at all; the Company may not obtain all required regulatory approvals for the Offering, including that of the TSX Venture Exchange; the Company may not be able to use the proceeds of the Offering as anticipated; the Company may require additional financing from time to time in order to continue its operations which may not be available when needed or on acceptable terms and conditions; compliance with extensive government regulation; domestic and foreign laws and regulations could adversely affect the Company’s business and results of operations; and the stock markets have experienced volatility that often has been unrelated to the performance of companies and these fluctuations may adversely affect the price of the Company’s securities, regardless of its operating performance.
The forward-looking information contained in this news release represents the expectations of the Company as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. The Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
