As filed with the Securities and Exchange Commission on August 12, 2024.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VIEMED HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| British Columbia, Canada | | | | N/A |
(State or Other Jurisdiction of Incorporation or Organization) | | | | (I.R.S. Employer Identification No.) |
| | 625 E. Kaliste Saloom Rd. Lafayette, Louisiana 70508 | | |
| | (Address of Principal Executive Offices) (Zip Code) | | |
| | |
| VIEMED HEALTHCARE, INC. 2024 LONG TERM INCENTIVE PLAN |
| (Full Title of the Plan) |
| | | | | | | | | | | |
| Name, Address and Telephone | | | Copy of Communications to: |
| Number of Agent for Service: | | |
| | | |
| Trae Fitzgerald | | | E. James Cowen |
| Chief Financial Officer | | | Porter Hedges LLP |
| Viemed Healthcare, Inc. | | | 1000 Main Street, 36th Floor |
| 625 E. Kaliste Saloom Rd. | | | Houston, Texas 77002-6336 |
| Lafayette, Louisiana 70508 | | | (713) 226-6000 |
| (337) 504-3802 | | | |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| | | | | |
Large accelerated filer ☐ | Accelerated filer ☒ |
Non-accelerated filer ☐ (Do not check if a smaller reporting company) | Smaller reporting company ☐ |
| Emerging growth company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Viemed Healthcare, Inc. (the “Company”) prepared this Registration Statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register an aggregate of 7,800,000 common shares, no par value, of the Company (the “common shares”) that may be issued pursuant to the Viemed Healthcare, Inc. 2024 Long Term Incentive Plan (the “Plan”). The documents containing the information specified in Part I of this Registration Statement will be sent or given to participants in the Plan, as specified by Rule 428(b)(1) promulgated under the Securities Act. Such documents need not be filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirement of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have previously been filed by the Company with the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:
•The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on March 6, 2024, and portions of the Company's Definitive Proxy Statement on Schedule 14A filed with the Commission on April 26, 2024, incorporated by reference therein (File No. 001-38973);
•The Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2024 and June 30, 2024, filed with the Commission on May 6, 2024 and August 7, 2024, respectively (File No. 001-38973);
•The Company’s Current Reports on Form 8-K, filed with the Commission on May 29, 2024 and June 6, 2024 (File No. 001-38973) (excluding any information furnished pursuant to Item 2.02 or Item 7.01, or any corresponding information furnished under Item 9.01, of any such Current Report on Form 8-K); and
•The description of the common shares of the Company contained in the Company’s registration statement on Form 10, filed with the Commission on July 10, 2019, as amended by Amendment No. 1 to Form 10, filed with the Commission on August 1, 2019 (File No. 001-38973), as updated by the description of the common shares of the Company filed as Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on March 6, 2024 (File No. 001-38973), including any amendment or report filed for purposes of updating such description.
In addition, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (excluding any information furnished pursuant to Item 2.02 or Item 7.01, or any corresponding information furnished under Item 9.01, on any Current Report on Form 8-K) prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein, as the case may be, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the issuance of the common shares will be passed upon for the Company by DLA Piper (Canada) LLP. As of August 7, 2024, certain attorneys at DLA Piper (Canada) LLP owned 2,200 common shares of the Company.
Item 6. Indemnification of Officers and Directors.
The Business Corporations Act (British Columbia) (the “Business Corporations Act”) provides that:
1.The Company may indemnify an individual who: (i) is or was a director, alternate director or officer of the Company; (ii) is or was a director, alternate director or officer of another corporation: (A) at a time when such other corporation is or was an affiliate of the Company; or (B) at the request of the Company; or (iii) at the request of the Company, is or was, or holds or held a position equivalent to that of, a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity, and his or her heirs and personal or other legal representatives of that individual (each such person referred to herein as an “eligible party.”)
2.Such indemnity may provide for indemnification against any judgment, penalty, fine or settlement paid in respect of a proceeding in which such individual, by reason being or having been an eligible party is or may be joined as a party, or is or may be liable for provided, (a) he or she acted honestly and in good faith with a view to the best interests of the Company; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful.
3.If the Company declines to provide indemnification, a court may, on the application of the Company or an eligible party: (i) order the Company to indemnify an eligible party in the manner provided under (1); (ii) order the Company to pay some or all of the expenses incurred by an eligible party in respect of an eligible proceeding; (iii) order the enforcement of, or any payment under, an agreement of indemnification entered into by the Company; (iv) order the Company to pay some or all of the expenses actually and reasonably incurred by any person in obtaining an order for indemnification under this item (3); or (v) make any other order the court considers appropriate.
4.An eligible party is entitled to indemnity from the Company in respect of all costs, charges and expenses actually and reasonably incurred by him or her in connection with the defense of any proceeding to which he or she is made a party by reason of being an eligible party, if the person seeking indemnity, (a) is wholly successful, on the merits or otherwise, in the outcome of the proceeding or is substantially successful on the merits in the outcome of the proceeding, and (b) fulfills the conditions set out in clauses (2)(a) and (b) above.
5.The Company may purchase and maintain insurance for the benefit of an eligible party against any liability that may be incurred by reason of the eligible party being or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, the Company or an associated corporation.
The Company’s Articles provide that the Company must indemnify, to the extent allowed under the BCBCA, each eligible party against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. The Articles further provide that the Company may advance expenses to an eligible party to the extent permitted by and in accordance with the BCBCA. The Articles also authorize the Company to purchase and maintain directors’ and officers’ liability insurance.
The Company maintains directors’ and officers’ liability insurance for its officers and directors.
Each director and officer is also a party to an indemnification agreement with the Company, pursuant to which the Company has agreed, to the fullest extent not prohibited by law and promptly upon demand, to indemnify and hold harmless such director or officer, his or her heirs and legal representatives from and against (i) all costs, charges and expenses incurred by such director or officer in respect of any claim, demand, suit, action, proceeding or investigation in which such director or officer is involved or is subject by reason of being or having been a director or officer and (ii) all liabilities, damages, costs, charges and expenses whatsoever that the director or officer may sustain or incur as a result of serving as a director or officer in respect of any act, matter, deed or thing whatsoever made, done, committed, permitted or
acquiesced in by such director or officer in his or her capacity as a director or officer, whether before or after the effective date of such indemnification agreement.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Index to Exhibits, attached hereto, which Index to Exhibits is hereby incorporated into this Item 8.
Item 9. Undertakings.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lafayette, State of Louisiana, on this 12th day of August, 2024.
| | | | | | | | |
| VIEMED HEALTHCARE, INC. |
| |
| By: | | /s/ Trae Fitzgerald |
| | Trae Fitzgerald |
| | Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Casey Hoyt, W. Todd Zehnder and Trae Fitzgerald, and each of them, either of whom may act without joinder of the other, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all pre- and post-effective amendments and supplements to this registration statement, and to file the same, or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of either of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
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| Signature | | Title | | Date |
| | | | |
| /s/ Casey Hoyt | | Chief Executive Officer and Director | | August 12, 2024 |
| Casey Hoyt | | (Principal Executive Officer) | | |
| | | | |
| /s/ Trae Fitzgerald | | Chief Financial Officer | | August 12, 2024 |
| Trae Fitzgerald | | (Principal Financial Officer and Accounting Officer) | | |
| | | | |
| /s/ W. Todd Zehnder | | Chief Operating Officer and Director | | August 12, 2024 |
| W. Todd Zehnder | | | | |
| | | | |
| /s/ Randy Dobbs | | Chairman of the Board | | August 12, 2024 |
| Randy Dobbs | | | | |
| | | | |
| /s/ Dr. William Frazier | | Director and Chief Medical Officer | | August 12, 2024 |
| Dr. William Frazier | | | | |
| | | | |
| /s/ Bruce Greenstein | | Director | | August 12, 2024 |
| Bruce Greenstein | | | | |
| | | | |
| /s/ Sabrina Heltz | | Director | | August 12, 2024 |
| Sabrina Heltz | | | | |
| | | | |
| /s/ Nitin Kaushal | | Director | | August 12, 2024 |
| Nitin Kaushal | | | | |
| /s/ Timothy Smokoff | | Director | | August 12, 2024 |
| Timothy Smokoff | | | | |
INDEX TO EXHIBITS
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Exhibit
Number | | Description |
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| *Filed herewith. | | |
Exhibit 107.1
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Viemed Healthcare, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| | | | | | | | | | | | | | | | | | | | | | | |
Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
| Equity | Common shares, no par value | 457(c) and 457(h) | 7,800,000 (1)(2) | $51,792,000 (3) | $51,792,000 | 0.00014760 | $7,644.50 |
Total Offering Amounts | | $51,792,000 | | $7,644.50 |
Total Fee Offsets | | | | N/A |
Net Fee Due | | | | $7,644.50 |
(1)Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this registration statement also registers hereunder an indeterminate number of common shares issuable as a result of the anti-dilution provisions of the Registrant’s 2024 Long-Term Incentive Plan (the “Plan”).
(2)Represents 7,800,000 common shares reserved for issuance under the Plan.
(3)Pursuant to Rule 457(c) and Rule 457(h), the registration fee is calculated on the basis of the average of the high and low sale prices for the common shares on the Nasdaq Capital Market on August 7, 2024, $6.64. Pursuant to General Instruction E to Form S-8, the registration fee is calculated only with respect to additional securities registered under the Plan.
Table 2: Fee Offset Claims and Sources
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| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source |
Rule 457(p) |
Fee Offset Claims | N/A | N/A | N/A | N/A | | N/A | N/A | N/A | N/A | N/A | |
Fee Offset Sources | N/A | N/A | N/A | | N/A | | | | | | N/A |
Exhibit 5.1
[DLA PIPER (CANADA) LLP LETTERHEAD]
August 12, 2024
Viemed Healthcare, Inc.
625 E. Kaliste Saloom Rd.
Lafayette, Louisiana 70508
Re: Viemed Healthcare, Inc. (the “Corporation”) - Registration Statement on Form S-8
We have acted as Canadian counsel to Viemed Healthcare, Inc. (the “Corporation”) with respect to the Corporation’s Registration Statement on Form S-8 (the “Form S-8”) filed with the Securities and Exchange Commission in connection with the registration, under the Securities Act of 1933, as amended (the “Securities Act”), by the Corporation of 7,800,000 common shares of the Corporation (the “Shares”) that may be issued under the Viemed Healthcare, Inc. 2024 Long Term Incentive Plan (the “2024 Plan”).
We are not qualified to practice law in the United States of America. The opinion hereinafter expressed is limited to matters governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein in effect as of the date of this opinion (the “Effective Date”), and we express no opinion as to any laws other than the laws of British Columbia and the federal laws of Canada applicable therein (and the interpretation thereof) as such laws exist and are construed as of the Effective Date. Our opinion does not take into account any proposed rules or legislative changes that may come into force following the Effective Date and we disclaim any obligation or undertaking to update our opinion or advise any person of any change in law or fact that may come to our attention after the Effective Date.
For the purposes of our opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of:
1. the Form S-8;
2. the Notice of Articles and Articles of the Corporation; and
3. the 2024 Plan.
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such public and corporate records, certificates, instruments and documents relating to the Corporation as we have deemed necessary or relevant. As to various questions of fact material to this opinion which we have not independently established, we have examined and relied upon, without independent verification, certificates of public officials and officers of the Corporation.
Whenever our opinion refers to Shares, whether issued or to be issued, as being “fully paid and non-assessable”, such opinion indicates that a holder of such Shares cannot be required to contribute any further amounts to the Corporation by virtue of its status as holder of such Shares. No opinion is expressed as to the adequacy of any consideration received, whether in cash, assets, past services performed for the Corporation or otherwise.
We have assumed with respect to all of the documents examined by us, the genuineness of all signatures (original or electronic) and seals, the legal capacity at all relevant times of any natural person signing any such documents, the incumbency of any person acting or purporting to act as a corporate or public official, the authenticity and completeness of all documents submitted to us as originals, the conformity to authentic originals of all documents submitted to us as certified or true copies or as a reproduction (including facsimiles and electronic copies), that the minute books of the Corporation provided to us contain all constating documents of the Corporation and are a complete record of the minutes, resolutions and other proceedings of the directors (and any committee thereof) and shareholders of the Corporation prior to the Effective Date, and the truthfulness and accuracy of all certificates of public officials and officers of the Corporation as to factual matters. We have further assumed that none of the Corporation’s Articles or Notice of Articles, nor the resolutions of the shareholders or directors of the Corporation upon which we have relied have been or will be varied, amended or revoked in any respect or have expired. Further, we have conducted such searches in public registries in British Columbia as we have deemed necessary or appropriate for the purposes of our opinion, but have made no independent investigation regarding such factual matters.
Based upon and subject to the forgoing and to the qualifications set forth herein, we are of the opinion that the Shares have been duly authorized for issuance and, when and to the extent issued in accordance with the terms of the 2024 Plan, including payment of the exercise price, purchase price or other consideration therefor, will be validly issued as fully paid and non-assessable shares in the capital of the Corporation.
We consent to the inclusion of this letter as an exhibit to the Form S-8 and to the reference to our firm therein. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the Securities and Exchange Commission promulgated thereunder.
This opinion is limited to the matters stated herein, and no opinion or belief is implied or should be inferred beyond the matters expressly stated herein. For greater certainty, we express no opinion as to matters of tax or as to the contents of, or the disclosure in, the Form S-8, or whether the Form S-8 provides full, true and plain disclosure of all material facts relating to the Corporation within the meaning of applicable securities laws.
Yours truly,
/s/ DLA Piper (Canada) LLP
DLA Piper (Canada) LLP
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to the Viemed Healthcare, Inc. 2024 Long Term Incentive Plan of our report dated March 6, 2024, with respect to the consolidated financial statements of Viemed Healthcare, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New Orleans, Louisiana
August 12, 2024
VieMed Healthcare (NASDAQ:VMD)
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