0001628280-16-022140.txt : 20161222 0001628280-16-022140.hdr.sgml : 20161222 20161222161645 ACCESSION NUMBER: 0001628280-16-022140 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20161220 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing FILED AS OF DATE: 20161222 DATE AS OF CHANGE: 20161222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Nobilis Health Corp. CENTRAL INDEX KEY: 0001409916 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37349 FILM NUMBER: 162066781 BUSINESS ADDRESS: STREET 1: 11700 KATY FREEWAY STREET 2: SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 713-355-8614 MAIL ADDRESS: STREET 1: 11700 KATY FREEWAY STREET 2: SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77079 FORMER COMPANY: FORMER CONFORMED NAME: NORTHSTAR HEALTHCARE INC DATE OF NAME CHANGE: 20070816 8-K 1 tsxde-listingreview8xk.htm FORM 8-K Document
 

 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 20, 2016
 
 NOBILIS HEALTH CORP.
(Exact name of registrant as specified in its charter)
  
 
 
 
 
 
British Columbia
 
001-37349
 
98-1188172
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
 
 
11700 Katy Freeway, Suite 300, Houston, Texas
 
77079
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code (713) 355-8614
N/A
(Former name or former address, if changed since last report.)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 



ITEM 3.01(a)

Notice of Delisting or Failure to Satisfy a Continued Listing, Rule or Standard; Transfer of Listing


 

 

As previously announced, on December 20, 2016, Nobilis Health Corp. (NYSE MKT: HLTH) (TSX: NHC) (“Nobilis” or the “Company”) announced today that it has been notified by the Toronto Stock Exchange (“TSX”) that the common share purchase warrants issued by Nobilis on May 13, 2015 (the “Warrants”), currently listed under the symbol “NHC.WT”, are being placed under de-listing review. The TSX advised Nobilis that the Warrants, as stand-alone securities, may not meet the minimum price and market value listing requirements set out in the TSX Company Manual. Unless the Warrants meet all of the requirements for listing set out in the TSX Company Manual by April 20, 2017, they will be de-listed from the TSX 30 days from such date.

Nobilis is evaluating its response, if any, to the de-listing review in light of its previously stated intent to create a single trading market for its securities and the Warrants expiration date of May 13, 2017. The common shares of the Company remain scheduled for de-listing from the TSX at the close of markets on December 30, 2016.


 
 
 
Exhibit
Number
 
Exhibit Description
 
 
 
99.1
 
         Exhibit 99-1



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
NOBILIS HEALTH CORP.
 
/s/ Kenneth Klein
 
 
Kenneth Klein
Chief Financial Officer
 
Date: December 22, 2016




 
EX-99.1 2 nobilisde-listingpressrele.htm EXHIBIT 99.1 Exhibit
 

Nobilis Health Corp. Announces Notification of TSX De-Listing Review Regarding Warrants


HOUSTON, TX -- (Marketwired – December 20, 2016) - Nobilis Health Corp. (NYSE MKTHLTH) (TSXNHC) (“Nobilis” or the “Company”) announced today that it has been notified by the Toronto Stock Exchange (“TSX”) that the common share purchase warrants issued by Nobilis on May 13, 2015 (the “Warrants”), currently listed under the symbol “NHC.WT”, are being placed under de-listing review. The TSX advised Nobilis that the Warrants, as stand-alone securities, may not meet the minimum price and market value listing requirements set out in the TSX Company Manual. Unless the Warrants meet all of the requirements for listing set out in the TSX Company Manual by April 20, 2017, they will be de-listed from the TSX 30 days from such date.

Nobilis is evaluating its response, if any, to the de-listing review in light of its previously stated intent to create a single trading market for its securities and the Warrants expiration date of May 13, 2017. The common shares of the Company remain scheduled for de-listing from the TSX at the close of markets on December 30, 2016.
About Nobilis Health Corp.
Nobilis (www.NobilisHealth.com) is a full-service healthcare development and management company which currently owns or manages fourteen surgical facilities and six clinics, partners with thirty-six additional facilities throughout the country, and markets seven independent brands. Deploying a unique patient acquisition strategy driven by direct-to-consumer marketing, Nobilis is focused on a specified set of procedures that are performed at our centers by local physicians.
Forward Looking Statements
This press release contains certain forward-looking statements within the meaning of Canadian and United States securities laws, including the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts and may be identified by the use of words such as "may," "believe," "will," "expect," "project," "estimate," "anticipate," "plan" or "continue." These forward-looking statements are based on current plans and expectations and are subject to a number of risks, uncertainties and other factors which could significantly affect current plans and expectations and our future financial condition and results. These factors, which could cause actual results, performance and achievements to differ materially from those anticipated, include, but are not limited to our ability to successfully maintain effective internal controls over financial reporting; our ability to implement our business strategy, manage the growth in our business, and integrate acquired businesses; the risk of litigation and investigations, and liability claims for damages and other expenses not covered by insurance; the risk that payments from third-party payers, including government healthcare programs, may decrease or not increase as costs increase; adverse developments affecting the medical practices of our physician limited partners; our ability to maintain favorable relations with our physician limited partners; our ability to grow revenues by increasing case and procedure volume while maintaining profitability at the Nobilis Facilities; failure to timely or accurately bill for services; our ability to compete for physician partners, patients and strategic relationships; the risk of changes in patient volume and patient mix; the risk that laws and regulations that regulate payments for medical services made by government healthcare programs could cause our revenues to decrease; the risk that contracts are cancelled or not renewed or that we are not able to enter into additional contracts under terms that are acceptable to us; and the risk of potential decreases in our reimbursement rates. The foregoing are significant factors we think could cause our actual results to differ materially from expected results. However, there could be additional factors besides those listed herein that also could affect us in an adverse manner.
We have not undertaken any obligation to publicly update or revise any forward-looking statements. All of our forward-looking statements speak only as of the date of the document in which they are made or, if a date is specified, as of such date. Subject to a mandatory requirements of applicable law, we disclaim any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in our expectations or any changes in events, conditions, circumstances or information on which the forward-looking statement is based. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing factors and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed on March 15, 2016, as updated by other filings with the Securities and Exchange Commission.

Contact:
Kolin Ozonian
Vice President, Corporate Development
kozonian@nobilishealth.com
713-355-8614