Exhibit 4.6


 


FORM 51-102F3


 


MATERIAL CHANGE REPORT


 


		1.	Name and Address of Company



 


Protech Home Medical Corp. (the “Company”)


1019 Town Drive


Wilder, Kentucky 41076


 


		2.	Date
of Material Change




 


September 23, 2020


 


		3.	News Release



 


A news release with respect to the material
change referred to in this report was disseminated on September 26, 2020 through GlobeNewswire and filed on the system for electronic
document analysis and retrieval (SEDAR).


 


		4.	Summary of Material Change



 


The Company acquired all of the issued
and outstanding equity securities of Sleepwell, LLC, a company based in the State of Georgia, reporting unaudited trailing 12-month annual
revenues of approximately $13.0 million, adjusted EBITDA of approximately $3.25 million, net income of approximately $2.5 million.


 


		5.	Full Description of Material Change



 


		5.1	Full Description of Material Change



 


The material change is fully described in the news release
attached hereto.


 


		5.2	Disclosure
for Restructuring Transactions




 


Not applicable.


 


		6.	Reliance
on Subsection 7.1(2) of Regulation 51-102




 


Not applicable.


 


		7.	Omitted
Information




 


Not applicable.


 


		8.	Executive Officer



 


For additional information, please contact
Hardik Mehta, Chief Financial Officer of the Company, at (859) 202-3085.


 


		9.	Date
of Report



 


November 2, 2020


 






     


     


    

 


PROTECH ADDS $13 MILLION IN ANNUALIZED REVENUES
WITH A 25% ADJUSTED EBITDA

MARGIN, AND OVER $2.5 MILLION IN NET INCOME, WITH THE HIGHLY ACCRETIVE

ACQUISITION OF SLEEPWELL, LLC


 


PROTECH TO AUGMENT SLEEPWELL RE-SUPPLY BUSINESS
WITH EXISTING TECHNOLOGY

DRIVEN SUBSCRIPTION MODEL


 


PROTECH STRENGTHENS SOUTHEAST GEORGIA POSITION
AND ENTERS DAYTON OHIO


MARKET


 


AND INCREASES PROTECH’S ACTIVE PATIENT
COUNT BY MORE THAN 15,000


 


Cincinnati, Ohio – October 26, 2020
 – Protech Home Medical Corp. (“Protech” or the “Company”) (TSXV: PTQ), (OTCQX: PTQQF), a U.S.
based leader in the home medical equipment industry, focused on end-to-end respiratory care, is pleased to announce that it has acquired
Sleepwell, LLC (“Sleepwell”), a company based in Georgia, reporting unaudited trailing 12-month annual revenues of
approximately $13.0 million, adjusted EBITDA of approximately $3.25 million, net income of approximately $2.5 million and no debt. The
acquisition of Sleepwell was originally announced by Protech on September 8, 2020 when it executed a non-binding letter of intent.


 


Acquisition Details


 


Excluding the impact of future acquisitions, and
organic growth derived from continuing operations, we are pleased to share the following selected financial and operating metrics for
Protech following the closing of Sleepwell:


 


		·	Run-Rate Revenue of $120-$125 million
		·	Run-Rate Adjusted EBITDA of $26-$30 million
		·	110,000 current active patients
		·	17,000 unique referrals
		·	48 locations across 10 U.S. States



 


Sleepwell is a leader in sleep services in the
State of Georgia, with significant penetration in the Southeastern corridor of the region. Resembling Protech’s mission, Sleepwell
and its 34 employees have a keen focus on delivering superior service through patient care and education, providing high-quality equipment,
and supplies. In addition to Georgia, Sleepwell also provides sleep services to patients in Dayton, Ohio, which represents a new market
for Protech. The acquisition provides the Company with an attractive metro hub within the State of Ohio where it will leverage its existing
first-rate infrastructure to create additional patient growth opportunities. Protech’s presence in the Southeast will greatly increase
with five new locations, and the addition of three new markets including Dayton, and will increase Protech’s active patient count
by over 15,000. Sleepwell has tremendous diversification amongst referral sources, a strong recurring revenue platform, and a very solid
and diversified payor base.


 


Sleepwell is highly concentrated on sleep therapy
with a very strong re-supply business, which Protech intends to significantly expand upon. In order to accomplish this objective, Protech
will utilize its technology driven, patient centric model already implemented across the entire organization to run the Sleepwell re-supply
program, which the Company expects will serve to significantly reduce fulfillment errors and increases overall volumes. Protech’s
keen understanding and utilization of significant workflow processes has driven extraordinary operational efficiencies and will be a major
contributor to accelerated growth for the future. Currently, Protech derives $25 million from its resupply subscription model and anticipates
that growing to over $30 million with Sleepwell fully integrated.


 


Protech is pleased to announce that Dave McLeod,
12-year DME veteran and owner of Sleepwell, will join the Protech executive team as Director of Sleep Services.


 


“I am extremely excited to join the
Protech team in this important role at such a critical juncture in the company’s growth path” said Dave McLeod, Director
of Sleep Services. “Sleepwell and Protech share the same vision of providing extraordinary patient care and education, rather
than simply providing a piece of equipment to a patient. It was this patient centric model that really attracted us to join the
Protech family. To that end, I felt so strongly about the future growth at Protech, I decided to structure the deal to
take a substantial amount of the total consideration in shares to further align ourselves for the long term. I look forward to being
a part of the future success of Protech.”


 






     


     


    

 


Under the terms of the definitive purchase agreement,
subject to closing and hold back adjustments, Protech has acquired Sleepwell for a combination of cash and share consideration of approximately
$9.3 million and $5.1 million, respectively. Post integration, it is expected that Sleepwell will increase Protech’s annual revenues
by approximately $13 million and adjusted EBITDA by $3.4-$4.0 million. Leveraging existing infrastructure and payor contracts, Protech
expects to achieve additional revenue generated from organic growth, cross selling and corporate synergies. The approximate $5.1 million
in share consideration is being issued at $1.47 per share and is payable as to 2,517,857 common shares on January 4, 2021 (subject
to a 4 month hold and 2,517,857 subject to an additional contractual 6 month hold thereafter) and up to 982,142 on August 31, 2022
(subject to a 4 month hold).


 


Management Commentary


 


“The closing of the Sleepwell acquisition
comes at an important inflection point for Protech. On the heels of surpassing the $100 million annual revenue run-rate, we have quickly
grown to a revised annual revenue run-rate of over $120 million, reflecting our continued aggressive stance towards building scale at
a reasonable cost across the organization. Sleepwell helps reach this goal by aiding Protech in further penetrating existing markets in
Georgia and opening new and exciting markets in both Georgia and Ohio. We are thrilled to welcome the Sleepwell team to the Protech family,”
said Greg Crawford, Chairman and CEO of Protech. “We see a tremendous amount of synergies between our companies and believe the
strong sleep re-supply business Sleepwell has in place presents us with significant upside as we deploy our technology therein with a
goal of increasing overall efficiencies. The diversified payor mix, and deep referral source base will be very impactful for us and we
are excited to scale our presence in the markets Sleepwell presently serves. Sleepwell, much like HTR, our prior acquisition, has a very
strong margin profile and is immediately accretive to Protech’s EBITDA and overall profitability, which we continue to be aggressively
focused on.”


 


Chief Financial Officer, Hardik Mehta added, “Sleepwell
is an example of the larger, highly accretive acquisitions we are now focused on. With our pristine balance sheet and our untapped US$20
million revolving credit facility with CIT Bank, we are in the strongest position in the history of the company to aggressively and responsibly
deploy our capital to achieve the increased scale we are after. Moreover, the level of profitability Sleepwell has in relation to our
overall profitability will put us closer to achieving continuous positive net income which we are steadfast on reaching as an organization.
With an annual revenue run-rate of over $120 million, we are rapidly nearing an inflection point, which will bode well in us achieving
a higher contribution margin to the bottom line. We continue to have a robust pipeline of acquisition targets and are focused on larger
revenue opportunities which would be highly accretive. As always, we will continue to stand firm with our guided acquisition approach
and will not waver when the right deal on the right terms becomes available.”


 


ABOUT PROTECH HOME MEDICAL CORP.


 


The Company provides in-home monitoring and disease
management services including end-to-end respiratory solutions for patients in the United States healthcare market. It seeks to continue
to expand its offerings to include the management of several chronic disease states focusing on patients with heart or pulmonary disease,
sleep disorders, reduced mobility and other chronic health conditions. The primary business objective of the Company is to create shareholder
value by offering a broader range of services to patients in need of in-home monitoring and chronic disease management. The Company’s
organic growth strategy is to increase annual revenue per patient by offering multiple services to the same patient, consolidating the
patient’s services and making life easier for the patient.


 






     


     


    

 


Forward-Looking Statements


 


Certain statements contained in this press
release constitute "forward-looking information" as such term is defined in applicable Canadian securities legislation. The
words "may", "would", "could", "should", "potential", "will", "seek",
 "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar
expressions as they relate to the Company, including: the Company intending on expanding Sleepwell’s re-supply business and the
Company’s expectations for the impact of its technology on Sleepwell’s re-supply program; the Company growing its re-supply
subscription model to over $30 million; Sleepwell increasing the Company’s annual revenues by approximately $13 million and adjusted
EBITDA by $3.4-$4.0 million; the Company achieving additional revenue from organic growth, cross selling and corporate synergies; and
the Company completing additional acquisitions in 2020; are intended to identify forward-looking information. All statements other than
statements of historical fact may be forward-looking information. Such statements reflect the Company's current views and intentions
with respect to future events, and current information available to the Company, and are subject to certain risks, uncertainties and
assumptions, including: Sleepwell’s financial performance in the next 12 months being
the same or better than their trailing twelve months; and the Company successfully identified, negotiating and completing additional
acquisitions, including accretive acquisitions. Many factors could cause the actual results, performance or achievements that may be
expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties
materialize. Examples of such risk factors include, without limitation: credit; market (including equity, commodity, foreign exchange
and interest rate); liquidity; operational (including technology and infrastructure); reputational; insurance; strategic; regulatory;
legal; environmental; capital adequacy; the general business and economic conditions in the regions in which the Company operates; the
ability of the Company to execute on key priorities, including the successful completion of acquisitions, business retention, and strategic
plans and to attract, develop and retain key executives; difficulty integrating newly acquired businesses; the ability to implement business
strategies and pursue business opportunities; low profit market segments; disruptions in or attacks (including cyber-attacks) on the
Company's information technology, internet, network access or other voice or data communications systems or services; the evolution of
various types of fraud or other criminal behavior to which the Company is exposed; the failure of third parties to comply with their
obligations to the Company or its affiliates; the impact of new and changes to, or application of, current laws and regulations; decline
of reimbursement rates; dependence on few payors; possible new drug discoveries; a novel business model; dependence on key suppliers;
granting of permits and licenses in a highly regulated business; the overall difficult litigation environment, including in the U.S.;
increased competition; changes in foreign currency rates; increased funding costs and market volatility due to market illiquidity and
competition for funding; the availability of funds and resources to pursue operations; critical accounting estimates and changes to accounting
standards, policies, and methods used by the Company; the occurrence of natural and unnatural catastrophic events and claims resulting
from such events; and risks related to COVID-19 including various recommendations, orders and measures of governmental authorities to
try to limit the pandemic, including travel restrictions, border closures, non-essential business closures, quarantines, self-isolations,
shelters-in-place and social distancing, disruptions to markets, economic activity, financing, supply chains and sales channels, and
a deterioration of general economic conditions including a possible national or global recession; as well as those risk factors discussed
or referred to in the Company’s disclosure documents filed with the securities regulatory authorities in certain provinces of Canada
and available at www.sedar.com. Should any factor affect the Company in an unexpected manner, or should assumptions underlying
the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted.
Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Company does
not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included
in this press release is made as of the date of this press release and the Company undertakes no obligation to publicly update or revise
any forward-looking information, other than as required by applicable law.


 


Non-GAAP Measures


 


This press release refers to “Adjusted
EBITDA” which is a non-GAAP and non-IFRS financial measure that does not have a standardized meaning prescribed by GAAP or IFRS.
The Company’s presentation of this financial measure may not be comparable to similarly titled measures used by other companies.
This financial measure is intended to provide additional information to investors concerning the Company’s and Sleepwell’s
performance. Adjusted EBITDA is defined as EBITDA excluding stock-based compensation. Adjusted EBITDA is a Non-IFRS measure the Company
uses as an indicator of financial health and excludes several items which may be useful in the consideration of the financial condition
of the Company and Sleepwell, as applicable, including interest expense, income taxes, depreciation, amortization, stock-based compensation,
goodwill impairment and change in fair value of debentures and financial derivatives.


 


The securities referred to in this news release
have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold
within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from
the U.S. registration requirements. This news release does not constitute an offer for sale of securities, nor a solicitation for offers
to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed
information about the company and management, as well as financial statements.


 






     


     


    

 


Unless otherwise specified, all dollar amounts in this press release
are expressed in Canadian dollars.


 


Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy
of this release.


 


For
further information please visit our website at www.protechhomemedical.com, or contact:


 


Cole Stevens


VP of Corporate Development

Protech Home Medical Corp.

859-300-6455


cole.stevens@myphm.com


 


Gregory Crawford


Chief Executive Officer

Protech Home Medical Corp.

859-300-6455


investorinfo@myphm.com