MedX Health Corp. Announces Initial Closing and Proposed Extension of Non-Brokered Private Placement
MedX Health Corp. (“MedX” or the “Company”) (TSX-V: MDX), a leader in teledermatology and non-invasive skin imaging technology, today announced that it has successfully completed the Initial Closing of its previously announced Non-Brokered Private Placement to accredited investors. The Company is also pleased to confirm that it is seeking regulatory approval for an extension of the final closing date of the financing.
Initial Closing Completed
The Initial Closing marks a significant step forward for MedX as it continues to advance its financing and growth initiatives. Under this Initial Closing, the Company issued a total of 7,033,000 Units at a price of $0.075 per Unit, for total gross proceeds of $527,500.
No commissions were paid, and no Agent’s Warrants were issued in connection with this Initial Closing. All securities issued under this closing are subject to a regulatory hold period of four months and one day from the date of issuance, as required by applicable securities regulations.
MedX expects to complete additional closings of the Non-Brokered Private Placement in the near future, subject to the receipt of additional subscriptions and regulatory approvals. The financing remains open to further participation by eligible investors until the new anticipated closing date.
Details of the Non-Brokered Private Placement
The Private Placement, originally announced in the Company’s press release dated July 25, 2025, is structured as an offering of up to 33,333,334 Units at a price of $0.075 per Unit, for maximum gross proceeds of $2,500,000.
Each Unit consists of:
- One (1) fully paid Common Share of MedX Health Corp.; and
- One-half (½) of one Share Purchase Warrant (each whole warrant, a “Warrant”).
Each Warrant entitles the holder to purchase one additional Common Share of MedX at an exercise price of $0.10 per share, exercisable for a period of one year from the date of issuance.
The Company’s ability to complete further tranches of the Private Placement will depend on receipt of additional investor subscriptions, as well as approval from the TSX Venture Exchange (TSX-V) and other applicable regulatory bodies. All future closings will be conducted in accordance with these requirements.
Participation by Insiders and Regulatory Exemptions
It is anticipated that certain Insiders of MedX may participate in the Private Placement. Should that occur, their participation will be considered a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).
However, the Company intends to rely on available exemptions from both:
- The formal valuation requirement under Section 5.5(b) of MI 61-101; and
- The minority shareholder approval requirement under Section 5.7(1)(a) of MI 61-101.
These exemptions are available on the basis that neither the fair market value of the securities to be issued to Insiders, nor the consideration paid by Insiders, will exceed 25% of the Company’s market capitalization.
Agents, Commissions, and Warrants
While the Initial Closing did not include any agent participation, the Company’s Private Placement permits the involvement of qualified agents or finders. Under such arrangements, any qualified agent who introduces investors to the offering will be eligible to receive:
- A cash commission equal to 8% of the gross proceeds raised from subscriptions introduced by that agent; and
- Agent’s Warrants equal to 8% of the number of Units sold through that agent’s introduction.
Each Agent’s Warrant will be non-transferable and will entitle the holder to acquire one (1) Unit of MedX at a price of $0.09 per Unit for a period of one year following issuance.
Each Unit acquired through an Agent’s Warrant will itself consist of:
- One (1) fully paid Common Share; and
- One-half (½) of a non-transferable Agent’s Share Purchase Warrant.
Every whole Agent’s Share Purchase Warrant will entitle the holder to purchase one additional Common Share at an exercise price of $0.10 per share, exercisable for one year from the date of the original Agent’s Warrant issuance. If not exercised within this period, the Agent’s Warrants and any related Agent’s Share Purchase Warrants will expire automatically.
Extension of Private Placement Closing Date
MedX further announced that it has applied to the TSX Venture Exchange to extend the final closing date for the Non-Brokered Private Placement to November 7, 2025.
The Company has already received Conditional Acceptance from the TSX-V for the financing; however, the final closing for the full $2.5 million offering has been delayed due to administrative and logistical factors. The proposed extension will allow MedX additional time to complete further closings and to accommodate continued interest from potential investors.
The extension is subject to final approval from the TSX-V, and the Company expects to make subsequent announcements regarding additional closings as they occur.
Use of Proceeds
The funds raised from the Private Placement will be used to accelerate MedX’s strategic growth initiatives and strengthen its position as a leader in digital teledermatology solutions. Specifically, proceeds will be directed toward:
- Continued Development of the SIAscopy® on DermSecure® Platform
MedX will continue to enhance its proprietary SIAscopy® on DermSecure® telemedicine platform, a cutting-edge, cloud-based imaging technology that enables the non-invasive assessment of suspicious skin lesions at the microscopic level.
The platform allows healthcare professionals to capture, transmit, and analyze high-resolution images of skin lesions remotely, supporting the early detection and diagnosis of skin cancers such as melanoma. - Expansion into the Occupational Health Market
A portion of the funds will support the commercial rollout of DermSecure® technology into the occupational health sector. This expansion represents an important growth avenue, as corporations and organizations increasingly seek comprehensive employee health solutions that include preventive dermatological screening. - General Corporate Purposes
The remaining proceeds will be used for general working capital, operational support, and corporate initiatives aimed at sustaining MedX’s ongoing business development and commercialization activities.
Commitment to Innovation and Accessibility
MedX’s SIAscopy® on DermSecure® technology represents a major advancement in the early detection of skin cancer, one of the most common and preventable forms of cancer globally. The platform combines advanced light-based imaging with secure telemedicine infrastructure, enabling physicians, dermatologists, and healthcare networks to collaborate in real-time, regardless of geographic barriers.
By integrating artificial intelligence and teledermatology, MedX aims to make specialist-level skin assessments more accessible, particularly in remote or underserved communities where access to dermatologists is limited.
This Private Placement financing supports the Company’s broader mission to transform skin health management through scalable, technology-driven solutions.
