Skylight Health Group Inc. (TSXV:SLHG) executed a definitive agreement to acquire NeighborMD, Inc. for $8 million on May 3, 2022. Total consideration for NMD will be $8 million paid in cash at closing. In conjunction with the closing of NMD, the company has also arranged a $20 million debt line facility with FLC Credit Partners that will close at the same time as the closing of the acquisition. Total consideration for NMD was US $8 million paid in cash at closing. Skylight financed this transaction with a drawdown of US $10 million from a US $20 million debt line facility with a FLC which will also be used for working capital to support integration and operational expenses. The Company will still have US $10 million and working capital available to fund additional acquisitions. Term of the facility is 3 years, with an annual coupon of SOFR plus 11% paid in cash. Principal will be amortized on a quarterly basis and subject to certain cash sweep triggers and a final balloon payment. Cash payments including interest will begin in July. The Company may, at its discretion, pay back the lender in part or in full at any time during the term, without premium or penalty. FLC has received additional consideration of 4,542,345 warrants priced at $1.17. The expiry date will be May 5, 2025, with respect to that percentage of the warrants that is equal to the percentage of the amount of principal amount of the debt line facility outstanding on May 5, 2023, compared to the amount outstanding on May 5, 2022, and the expiry date will be May 5, 2023, for the remaining warrants. Half (50%) of the warrants will be held in escrow and released in proportion to the pro rata percentage of the amount of any future draw downs. Trailing 12 months revenues from primary care including Medicare Advantage contracts were approximately $35 million on an unaudited basis. At the expected close of the acquisition, all key leadership and operational teams will continue with Skylight. The company expects to close the transaction in short order following customary closing procedures, including required board and exchange approvals.

Skylight Health Group Inc. (TSXV:SLHG) completed the acquisition of NeighborMD, Inc. on May 6, 2022.