MedX Announces Final Closing of Non-Brokered Private Placement
Qualified agents received total cash commissions of $15,880, (equal to 8% of the gross proceeds received by the Company from the sale of the Units to subscribers introduced by such agent(s)), and 226,857 agent's warrants ("Agent's Warrant(s)") (equal to 8% of subscriptions introduced by such agent(s)). Each Agent's Warrant, which is non-transferable, entitles the holder to acquire, at the price of CAD$0.07, a unit, comprised of One (1) fully paid Common Share and one (1) non-transferable share purchase warrant ("Agent's Share Purchase Warrant"), entitling the holder to acquire one additional Common Share at the price of CAD$0.09. The Agent's Warrants and any Agent's Share Purchase Warrants that may be issued pursuant to exercise of an Agent's Warrant, if not exercised, will expire one year following the date of issuance.
Funds raised in this Placement are being be directed towards continuing development of the Company's leading edge SIAscopy® on DermSecure® telemedicine platform, building out the launch of its technology into the occupational health marketplace, and general corporate purposes.
About MedX Health Corp.:
MedX, headquartered in Ontario, Canada, is a leading medical device and software company focused on skin health with its SIAscopy® on DermSecure® telemedicine platform, utilizing its SIAscopy® technology. SIAscopy® is also imbedded in its products SIAMETRICS®, SIMSYS®, and MoleMate®, which MedX manufactures in its ISO 13485 certified facility. SIAMETRICS®, SIMSYS®, and MoleMate® include hand-held devices that use patented technology utilizing light and its remittance to view up to 2 mm beneath suspicious moles and lesions in a pain free, non-invasive manner, with its software then creating real-time images for physicians and dermatologists to evaluate all types of moles or lesions within seconds. These products are cleared by Health Canada, the U.S. Food and Drug Administration, the Therapeutic Goods Administration and Conformité Européenne for use in Canada, the U.S., Australia, New Zealand, the European Union and Turkey. Visit https://medxhealth.com.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This Media Release may contain forward-looking statements, which reflect the Company's current expectations regarding future events. The forward-looking statements involve risks and uncertainties.
View source version on businesswire.com: https://www.businesswire.com/news/home/20250609640146/en/
Contacts
MedX Health Corp.Mike Druhan, President, Dermatological Servicesmike.druhan@medxhealth.com (+1) 905-599-7852
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('CoreWeave') on anticipated terms or at all, and the timing thereof, including obtaining regulatory approvals that may be required and the Company stockholder approval of the proposed transaction and the other conditions to the completion of the proposed transaction; uncertainty in the value of the consideration that Company stockholders would receive in the proposed transaction, if completed, due to fluctuations in the market price of CoreWeave common stock until closing; anticipated tax treatment of the proposed transaction for Company stockholders, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies, expansion and growth of the combined company following completion of the proposed transaction; the possibility that any of the anticipated benefits of the proposed transaction will not be realized or will not be realized within the expected time period; the ability of the Company to integrate its businesses successfully with CoreWeave's and to achieve anticipated synergies and value creation; potential litigation relating to the proposed transaction that could be instituted against the Company, or its directors and officers; the risk that disruptions from the proposed transaction will harm the Company's business, including current plans and operations and that management's time and attention will be diverted on transaction-related issues; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; rating agency actions and the Company's ability to access short- and long-term debt markets on a timely and affordable basis; legislative, regulatory and economic developments and actions targeting public companies in the artificial intelligence, power, data center and crypto mining industries and changes in local, national or international laws, regulations and policies affecting the Company; potential business uncertainty, including the outcome of commercial negotiations and changes to existing business relationships during the pendency of the proposed transaction that could affect the Company's financial performance and operating results; certain restrictions during the pendency of the proposed transaction that may impact the Company's ability to pursue certain business opportunities or strategic transactions or otherwise operate its business; acts of terrorism or outbreak of war, hostilities, civil unrest, attacks against the Company or political or security disturbances; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the impacts of pandemics or other public health crises, including the effects of government responses on people and economies; global or regional changes in the supply and demand for power and other market or economic conditions that impact demand and pricing; changes in technical or operating conditions, including unforeseen technical difficulties; development delays at the Company's data center sites, including any delays in the conversion of such sites from crypto mining facilities to high performance computing sites; the Company's ability to earn digital assets profitably and to attract customers for its high density colocation capabilities; the Company's ability to perform under its existing colocation agreements; the Company's ability to maintain its competitive position in its existing operating segments; the impact of increases in total network hash rate; the Company's ability to raise additional capital to continue its expansion efforts or other operations; the Company's need for significant electric power and the limited availability of power resources; the potential failure in the Company's critical systems, facilities or services the Company provides; the physical risks and regulatory changes relating to climate change; potential significant changes to the method of validating blockchain transactions; the Company's vulnerability to physical security breaches, which could disrupt operations; a potential slowdown in market and economic conditions, particularly those impacting high density computing, the blockchain industry and the blockchain hosting market; price volatility of digital assets and bitcoin in particular; potential changes in the interpretive positions of the SEC or its staff with respect to digital asset mining firms; the likelihood that U.S. federal and state legislatures and regulatory agencies will enact laws and regulations to regulate digital assets and digital asset intermediaries; changing expectations with respect to ESG policies; the effectiveness of the Company's compliance and risk management methods; the adequacy of the Company's sources of recovery if the digital assets held by the Company are lost, stolen or destroyed due to third-party digital asset services; and those risks that will be described in the proxy statement/prospectus that will be included in the registration statement on Form S-4 that will be filed with the SEC in connection with the proposed transaction. These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the proxy statement/prospectus that will be included in the registration statement on Form S-4 that will be filed with the SEC in connection with the proposed transaction. While the list of factors presented here is, and the list of factors to be presented in the registration statement on Form S-4 will be, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. You should not place undue reliance on any of these forward-looking statements as they are not guarantees of future performance or outcomes; actual performance and outcomes, including, without limitation, Core Scientific's or CoreWeave's actual results of operations, financial condition and liquidity, and the development of new markets or market segments in which Core Scientific or CoreWeave operate, may differ materially from those made in or suggested by the forward-looking statements contained in this communication. Neither Core Scientific nor CoreWeave assumes any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Neither future distribution of this communication nor the continued availability of this communication in archive form on Core Scientific's or CoreWeave's website should be deemed to constitute an update or re-affirmation of these statements as of any future date. There may be additional risks that the Company could not presently know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company's expectations, plans or forecasts of future events and views as of the date of this press release and should not be relied upon as representing the Company's assessments as of any date subsequent to the date of this press release. The Company anticipates that subsequent events and developments will cause the Company's assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. Accordingly, you should not place undue reliance on these forward-looking statements, which speak only as of the date they are made. June 30, 2 025 2 024 Assets Current Assets: Cash and cash equivalents $ 581,345 $ 836,197 Restricted cash — 783 Digital assets 172,772 23,893 Customer funding receivable and other current assets 250,643 43,089 Total Current Assets 1,004,760 903,962 Property, plant and equipment, net 828,603 556,342 Operating lease right-of-use assets 108,584 114,472 Other noncurrent assets 36,105 24,039 Total Assets $ 1,978,052 $ 1,598,815 Liabilities and Stockholders' Deficit Current Liabilities: Accounts payable $ 215,055 $ 19,265 Accrued expenses 180,641 64,670 Deferred revenue 150,127 18,134 Other current liabilities 16,899 32,493 Total Current Liabilities 562,722 134,562 Convertible and other notes payable, net of current portion 1,057,696 1,073,990 Warrant liabilities 1,316,690 1,097,285 Other noncurrent liabilities 105,620 113,158 Total Liabilities 3,042,728 2,418,995 Commitments and contingencies Stockholders' Deficit: Preferred stock; $0.00001 par value; 2,000,000 shares authorized; none issued and outstanding at June 30, 2025 and December 31, 2024 — — Common stock; $0.00001 par value; 10,000,000 shares authorized at June 30, 2025 and December 31, 2024; 303,146 and 292,606 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively 3 3 Additional paid-in capital 3,026,645 2,915,035 Accumulated deficit (4,091,324 ) (3,735,218 ) Total Stockholders' Deficit (1,064,676 ) (820,180 ) Total Liabilities and Stockholders' Deficit $ 1,978,052 $ 1,598,815 Certain prior year amounts have been reclassified for consistency with the current year presentation. Expand Core Scientific, Inc. Condensed Consolidated Statements of Operations (in thousands, except per share amounts) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Revenue: Digital asset self-mining revenue $ 62,424 $ 110,743 $ 129,603 $ 260,702 Digital asset hosted mining revenue from customers 5,644 24,840 9,417 54,172 Colocation revenue 10,560 5,519 19,133 5,519 Total revenue 78,628 141,102 158,153 320,393 Cost of revenue: Cost of digital asset self-mining 59,589 80,001 120,759 161,565 Cost of digital asset hosted mining services 4,584 17,393 6,620 37,474 Cost of Colocation services 9,430 4,891 17,536 4,891 Total cost of revenue 73,603 102,285 144,915 203,930 Gross profit 5,025 38,817 13,238 116,463 (Increase) decrease in fair value of digital assets (29,797 ) 584 (19,109 ) 41 Decrease in fair value of energy derivatives — 539 — 2,757 Loss (gain) on exchange or disposal of property, plant and equipment 4,166 (268 ) 4,172 3,552 Selling, general and administrative 56,940 31,383 97,055 48,307 Operating (loss) income (26,284 ) 6,579 (68,880 ) 61,806 Non-operating expense (income), net: Loss on debt extinguishment 1,377 120 1,377 170 Interest (income) expense, net (1,185 ) 14,775 (3,372 ) 28,862 Change in fair value of warrants and contingent value rights 909,958 796,035 288,494 735,921 Reorganization items, net — — — (111,439 ) Other non-operating expense, net 207 401 364 2,147 Total non-operating expense, net 910,357 811,331 286,863 655,661 Loss before income taxes (936,641 ) (804,752 ) (355,743 ) (593,855 ) Income tax expense 158 144 363 350 Net loss $ (936,799 ) $ (804,896 ) $ (356,106 ) $ (594,205 ) Net loss per share - basic and diluted $ (0.04 ) $ (4.51 ) $ (0.21 ) $ (2.87 ) Weighted average shares outstanding - basic and diluted 317,985 178,505 316,593 207,092 Certain prior year amounts have been reclassified for consistency with the current year presentation. Expand Core Scientific, Inc. Condensed Consolidated Statements of Cash Flows (in thousands) Six Months Ended June 30, 2025 2024 Cash flows from Operating Activities: Net loss $ (356,106 ) $ (594,205 ) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Depreciation and amortization 38,487 58,473 Losses on exchange or disposal of property, plant and equipment 4,172 3,552 Amortization of operating lease right-of-use assets 5,404 2,752 Stock-based compensation 40,355 7,434 Digital asset self-mining and shared hosting revenue (129,769 ) (260,701 ) Proceeds from sale of digital assets generated by self-mining and shared hosting revenues 1 — 262,968 (Increase) decrease in fair value of digital assets (19,109 ) 41 Decrease in fair value of energy derivatives — (2,262 ) Increase in fair value of warrant liabilities 289,400 809,320 Decrease in fair value of contingent value rights (906 ) (73,379 ) Loss on debt extinguishment 1,377 170 Amortization of debt discount 3,365 1,125 Non-cash reorganization items — (143,791 ) Non-cash PIK interest expense — 2,339 Changes in operating assets and liabilities: Customer funding receivable and other current assets 22,978 1,979 Accounts payable (16,379 ) (11,480 ) Accrued expenses (9,792 ) (46,257 ) Deferred revenue from colocation services 131,293 — Deferred revenue from hosted mining services 700 (1,917 ) Other noncurrent assets and liabilities, net (12,069 ) 7,217 Net cash (used in) provided by operating activities (6,599 ) 23,378 Cash flows from Investing Activities: Purchases of property, plant and equipment (209,701 ) (35,029 ) Proceeds from sales of property and equipment 1,671 — Purchase of equity investments (5,000 ) — Investments in internally developed software (36 ) (125 ) Net cash used in investing activities (213,066 ) (35,154 ) Cash flows from Financing Activities: Principal repayments of finance leases (1,125 ) (4,466 ) Principal payments on debt (8,613 ) (28,348 ) Debt extinguishment payments (26,862 ) — Proceeds from exercise of warrants 630 367 Proceeds from issuance of new common stock — 55,000 Proceeds from draw from exit facility — 20,000 Restricted stock tax holding obligations — (3,390 ) Proceeds from exercise of stock options — 9 Net cash (used in) provided by financing activities (35,970 ) 39,172 Net (decrease) increase in cash, cash equivalents and restricted cash (255,635 ) 27,396 Cash, cash equivalents and restricted cash—beginning of period 836,980 69,709 Cash, cash equivalents and restricted cash—end of period $ 581,345 $ 97,105 Certain prior year amounts have been reclassified for consistency with the current year presentation. _______________ 1 Proceeds from digital assets received as noncash revenue consideration liquidated nearly immediately after receipt as a routine operating activity. Expand Core Scientific, Inc. Segment Results (in thousands, except percentages) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Digital Asset Self-Mining Segment (in thousands, except percentages) Digital asset self-mining revenue $ 62,424 $ 110,743 $ 129,603 $ 260,702 Cost of digital asset self-mining: Power fees 30,720 41,174 61,039 86,157 Depreciation expense 18,058 28,174 37,317 55,652 Employee compensation 8,272 6,038 15,607 10,718 Facility operations expense 2,089 3,231 5,369 6,181 Other segment items 450 1,384 1,427 2,857 Total cost of digital asset self-mining 59,589 80,001 120,759 161,565 Digital Asset Self-Mining gross profit $ 2,835 $ 30,742 $ 8,844 $ 99,137 Digital Asset Self-Mining gross margin 5 % 28 % 7 % 38 % Digital Asset Hosted Mining Segment Digital asset hosted mining revenue from customers $ 5,644 $ 24,840 $ 9,417 $ 54,172 Cost of digital asset hosted mining services: Power fees 3,208 11,301 4,574 24,795 Depreciation expense 334 1,041 479 2,311 Employee compensation 779 1,640 1,110 3,044 Facility operations expense 220 880 368 1,765 Other segment items 43 2,531 89 5,559 Total cost of digital asset hosted mining services 4,584 17,393 6,620 37,474 Digital Asset Hosted Mining gross profit $ 1,060 $ 7,447 $ 2,797 $ 16,698 Digital Asset Hosted Mining gross margin 19 % 30 % 30 % 31 % Colocation Segment Colocation revenue: License fees $ 7,010 $ 3,818 $ 13,005 $ 3,818 Maintenance and other 86 38 78 38 Licensing revenue 7,096 3,856 13,083 3,856 Power fees passed through to customer 3,464 1,663 6,050 1,663 Total Colocation revenue 10,560 5,519 19,133 5,519 Cost of Colocation services: Depreciation expense 104 14 171 14 Employee compensation 1,148 78 2,442 78 Facility operations expense 4,336 3,101 8,187 3,101 Other segment items 378 35 686 35 Cost of licensing revenue 5,966 3,228 11,486 3,228 Power fees passed through to customer 3,464 1,663 6,050 1,663 Total cost of Colocation services 9,430 4,891 17,536 4,891 Colocation gross profit $ 1,130 $ 628 $ 1,597 $ 628 Colocation licensing gross margin 16 % 16 % 12 % 16 % HPC Hosting gross margin 11 % 11 % 8 % 11 % Consolidated Consolidated total revenue $ 78,628 $ 141,102 $ 158,153 $ 320,393 Consolidated cost of revenue $ 73,603 $ 102,285 $ 144,915 $ 203,930 Consolidated gross profit $ 5,025 $ 38,817 $ 13,238 $ 116,463 Consolidated gross margin 6 % 28 % 8 % 36 % Expand Core Scientific, Inc. Non-GAAP Financial Measures (Unaudited) Adjusted EBITDA is a non-GAAP financial measure defined as our net loss, adjusted to eliminate the effect of (i) interest income, interest expense, and other income (expense), net; (ii) provision for income taxes; (iii) depreciation and amortization; (iv) stock-based compensation expense; (v) Reorganization items, net; (vi) unrealized fair value adjustment on energy derivatives; (vii) change in the fair value of warrant and contingent value rights, (viii) Colocation organizational startup costs which are not reflective of the ongoing costs incurred after startup, (ix) post-emergence bankruptcy advisory costs incurred related to reorganization which are not reflective of the ongoing costs incurred in post-emergence operations, and (x) certain additional non-cash items that do not reflect the performance of our ongoing business operations. For additional information, including the reconciliation of net income to Adjusted EBITDA, please refer to the table below. We believe Adjusted EBITDA is an important measure because it allows management, investors, and our Board of Directors to evaluate and compare our operating results, including our return on capital and operating efficiencies, from period-to-period by making the adjustments described above. In addition, it provides useful information to investors and others in understanding and evaluating our results of operations, as well as provides a useful measure for period-to-period comparisons of our business, as it removes the effect of net interest expense, taxes, certain non-cash items, variable charges and timing differences. Moreover, we have included Adjusted EBITDA in this earnings release because it is a key measurement used by our management internally to make operating decisions, including those related to operating expenses, evaluate performance, and perform strategic and financial planning. The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature or because the amount and timing of these items are not related to the current results of our core business operations which renders evaluation of our current performance, comparisons of performance between periods and comparisons of our current performance with our competitors less meaningful. However, you should be aware that when evaluating Adjusted EBITDA, we may incur future expenses similar to those excluded when calculating this measure. Our presentation of this measure should not be construed as an inference that its future results will be unaffected by unusual items. Further, this non-GAAP financial measure should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with accounting principles generally accepted in the United States ('GAAP'). We compensate for these limitations by relying primarily on GAAP results and using Adjusted EBITDA on a supplemental basis. Our computation of Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies because not all companies calculate this measure in the same fashion. You should review the reconciliation of net income to Adjusted EBITDA below and not rely on any single financial measure to evaluate our business. The following table reconciles the non-GAAP financial measure to the most directly comparable U.S. GAAP financial performance measure, which is net loss, for the periods presented (in thousands): Adjusted EBITDA Net loss $ (936,799 ) $ (804,896 ) $ (356,106 ) $ (594,205 ) Adjustments: Interest (income) expense, net (1,185 ) 14,775 (3,372 ) 28,862 Income tax expense 158 144 363 350 Depreciation and amortization 18,756 29,477 38,487 58,473 Stock-based compensation expense 24,170 8,494 40,355 7,434 Unrealized fair value adjustment on energy derivatives — (1,465 ) — (2,262 ) Loss (gain) on exchange or disposal of property, plant and equipment 4,166 (268 ) 4,172 3,552 Loss on debt extinguishment 1,377 120 1,377 170 Colocation startup costs — 4,601 — 4,601 Post-emergence bankruptcy advisory costs 695 (1,380 ) 1,298 307 Reorganization items, net — — — (111,439 ) Change in fair value of warrants and contingent value rights 909,958 796,035 288,494 735,921 Other non-operating expense, net 207 401 364 2,147 Other — (2 ) — 121 Adjusted EBITDA $ 21,503 $ 46,036 $ 15,432 $ 134,032 Expand Please follow us on:
