Future Health Terminates $100M PIPE and $20M FPA

Future Health ESG in an 8-K filing said it terminated a PIPE agreement with Variant Capital for 9.09 million shares at $11 each, as well as a $20 million forward purchase agreement with Hakim Holding Group. Both finding packages were in support of the SPAC’s proposed merger with Excelera DCE, an Accountable Care Organization and AI platform for managing care for seniors.

Future Health in the filing said it is in discussions for alternative strategic financing that would “be less dilutive” to stockholders.

If approved, upon completion of the transaction, Excelera Health is expected to list on the Nasdaq under the new ticker symbol XLRA.

As announced in June, the transaction values the combined company at an initial enterprise value of approximately $459 million, a multiple of 1.3x annualized Q1 22 revenues of $352 million. 

Terms at deal announcement called for 40 million shares to be issued to the seller at closing, and an earn-out of 20 million additional shares that would be payable when Excelera achieves $150 million in revenue for any calendar quarter prior to the fifth anniversary of the closing. Excelera’s parent will roll over 100% of its equity stake into the new company. Read more.

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