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Custom Health Closes Public Offering


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Custom Health Closes Public Offering


Kelowna, British Columbia–(Newsfile Corp. – November 13, 2026) – Custom Health Holdings Inc. (TSX: CHLT) (“Custom Health” or the “Company“), a digital health company that helps patients manage medications and chronic conditions through in-home dispensing technology, remote monitoring and pharmacist-led care, is pleased to announce that the Company has closed its previously announced public offering (the “Offering“) of units of the Company (“Units“). Pursuant to the Offering, the Company issued 2,088,514 Units at a price per Unit of $4.95 for aggregate gross proceeds of $10,338,144.30. Each Unit consists of one common share of the Company (a “Common Share“) and one Common Share purchase warrant (a “Warrant“). Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of C$5.90 for a period of 60 months. The Offering was completed through Stifel Nicolaus Canada Inc., as lead agent and sole bookrunner (the “Agent“).

The Units were offered in all provinces and territories of Canada other than Quebec pursuant to a prospectus supplement (the “Prospectus Supplement“) dated November 11, 2026 pursuant to the Company’s short form base shelf prospectus (the “Base Shelf Prospectus“) dated November 5, 2026.

The net proceeds of the Offering will be used to fund the Company’s initiatives, including to fund payments in relation to previously announced acquisitions and associated transaction costs, to fund planned debt repayments, general and administrative expenses and working capital all as further described in and subject to the Prospectus Supplement.

The Agent also offered the Units in the United States or to, or for the account or benefit of, a “U.S. person” (as defined in Regulation S under the United States Securities Act of 1933, as amended (the “1933 Act“)) on a private placement basis to “accredited investors” (as defined in Rule 501 of Regulation D under the 1933 Act) and to “qualified institutional buyers” (as defined in Rule 144A under the 1933 Act) who are also “accredited investors”, in each case pursuant to an applicable exemption from registration offered by Rule 506(b) of Regulation D and/or Section 4(a)(2) under the 1933 Act and in compliance with applicable state securities laws.

Shane Bishop, Chief Executive Officer and director of the Company, participated in the Offering by acquiring 282,830 Units for an aggregate gross purchase price of $1,400,008.50. Mr. Bishop’s participation in the Offering constituted a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities issued to, nor the consideration to be paid by, Mr. Bishop exceeded 25% of the Company’s market capitalization, as determined in accordance with MI 61-101. Further details regarding any insider participation will be included in the Company’s material change report to be filed in connection with the Offering. The material change report will be filed less than 21 days before the closing date of the Offering, which the Company considers reasonable in the circumstances in order to complete the Offering in a timely manner.

The Common Shares comprising the Units have been listed on the Toronto Stock Exchange (the “TSX“), and the Common Shares underlying the Warrants and the warrants issued to the Agent have been conditionally approved for listing on the TSX. The Company will use best efforts to list the Warrants on the TSX at a later date subject to TSX approval and compliance with TSX policies; however, there is no guarantee that any such listing will occur or the timing of such listing.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Units, Common Shares and Warrants have not been and will not be registered under the 1933 Act or any state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from such registration requirements.

Copies of the Prospectus Supplement and Base Shelf Prospectus are available under the Company’s profile on SEDAR+ at www.sedarplus.ca. Alternatively, the Prospectus Supplement and the Base Shelf Prospectus may be obtained free of charge upon request by contacting the Company at 1631 Dickson Ave, Suite 900, Kelowna, BC V1Y 0B5, or by email at ir@customhealth.com.

About Custom Health

Custom Health is an AI-enabled healthcare technology company that is building the infrastructure for medication management at home. The Company connects in-home technology, pharmacy and pharmacist-led clinicians to create continuous visibility into a patient’s medication use and support timely clinical action. Powered by the proprietary AdhereNet® platform, Custom Health operates an integrated pharmacy network across Canada and the U.S. as part of its broader infrastructure, supporting medication delivery, medication-use insights, and pharmacist-led care to enable earlier intervention and better medication management at home. To learn more, visit customhealth.com.

For further information, please contact:

Custom Health Inquiries: info@customhealth.com, http://www.customhealth.com

Investor Relations: Pardeep Sangha, 604-572-6392, ir@customhealth.com

Cautionary Note Regarding Forward-Looking Information
Certain information in this news release constitutes “forward-looking information” within the meaning of applicable Canadian securities laws (“forward-looking statements”), including statements regarding the intended use of the net proceeds of the Offering, the listing of the Warrants, and the Company’s working capital and liquidity following the Offering. Forward-looking statements can often be identified by words such as “will”, “intends”, “expects”, “anticipates”, “plans”, “proposed”, “may”, “would”, “could”, “subject to” and similar expressions. These statements are based on assumptions management considered reasonable at the date they were made, that the net proceeds will be applied as described in the Prospectus Supplement, that the Company will continue to have access to its credit facilities and revenue streams as anticipated, and that there will be no material adverse change in the Company’s business or in market conditions. Forward-looking statements are subject to known and unknown risks and uncertainties, including: the Company’s negative working capital and the existence of material uncertainties that may cast significant doubt on its ability to continue as a going concern; the Company’s undertaking to the securities regulatory authorities in connection with the Base Shelf Prospectus; reliance on credit facilities, including facilities provided by an insider of the Company and amounts available at the lender’s discretion; outstanding indebtedness, including the matured promissory notes; management’s discretion in the use of proceeds; dilution to existing shareholders; failure to obtain TSX approvals; the regulation of pharmacy and healthcare operations in the United States and Canada; risks associated with being a newly listed issuer; and access to additional capital. Additional risks are described under “Risk Factors” in the Base Shelf Prospectus, the Prospectus Supplement, the Company’s annual information form for the fiscal year ended December 31, 2025, and the Company’s amended and restated management’s discussion and analysis for the period ended June 30, 2026, available on SEDAR+ at www.sedarplus.ca. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. Readers are cautioned not to place undue reliance on forward-looking statements. All subsequent forward-looking statements, whether written or oral, attributable to Custom Health or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements contained in this news release are made as at the date of this news release, and the Company does not undertake any obligation to update publicly or to revise any of the forward-looking statements made herein, whether as a result of new information, future events or otherwise, except as may be required by applicable securities law.

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/323891

 

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