Communicators

-          HEALWELL has entered into an agreement to acquire BioPharma Services Inc., one of the largest full-service Contract Research Organizations (“CRO”) headquartered in Canada. Biopharma is focused on bioequivalence and early-stage clinical trials, with over 2,200 clinical trials completed to date with approximately 250 pharma clients since inception.

-          BioPharma is expected to generate between $35 to $40 Million of revenue in 2024 with approximately 5% EBITDA(1) operating margins based on YTD performance and has generated approximately $31 million of revenue in the trailing 12-month period.

-          The transaction is expected to be financially and strategically accretive as HEALWELL intends to build on its existing smaller scale CRO capabilities and leverage its artificial intelligence (“AI) capabilities and expertise in finding patients to expand and accelerate BioPharma’s clinical research offerings. BioPharma has over 250 team members.

-          HEALWELL will pay $11.9 million in cash and shares in addition to a 3-year performance earn-out that may result in an additional payment of up to $2.5 million.  Once Biopharma and the previously announced VeroSource acquisitions are closed, HEALWELL’s annualized revenue run-rate is expected to be greater than $65 million per year.

TORONTO, ON, June 13, 2024 – HEALWELL AI Inc. (“HEALWELL” or the “Company”) (TSX: AIDX, OTCQX: HWAIF), a healthcare technology company focused on AI and data science for preventative care, is pleased to announce that it has entered into an agreement to acquire BioPharma Services Inc. (“BioPharma”), a leading full service Contract Research Organization (“CRO”) specializing in early clinical trials, for consideration of $11.9 million, subject to standard adjustments, in addition to a performance earnout of up to $2.5 million (the “Transaction”), from Think Research Corporation (“Think Research”). Based out of Toronto, Ontario, BioPharma has an impressive record of successfully implementing bioequivalence and early-stage clinical trials, with over 2,200 clinical trials completed with approximately 250 pharmaceutical companies since inception. 

BioPharma specializes in the conduct of Phase 1/2a and Bioequivalence clinical trials for international pharmaceutical companies worldwide. With a focus on scientific integrity, operational excellence, and adaptive processes tailored to each client’s needs, BioPharma has established a reputation for delivering high-quality results in the pharmaceutical and biotech industries. With the acquisition, BioPharma will be able to expand on its existing CRO capabilities to now include patient trials, across all phases of drug development. HEALWELL’s use of extensive patient databases and advanced AI-enabled algorithms will allow BioPharma to focus on patient-centered clinical research, especially in rare diseases where the global treatment market value exceeds over $200 Billion US Dollars per year(2). Furthermore, integration with HEALWELL’s network will provide access to the largest outpatient clinic network in Canada powered by WELL Health Technologies Corp. (TSX: WELL) allows BioPharma to conduct patient trials at HEALWELL physician sites where the use of AI driven recommendations will aid in accelerating recruitment and improving patient outreach.

HEALWELL’s acquisition of BioPharma will significantly expand the Company’s clinical research offerings and capabilities, complementing its existing clinical research business operated through its subsidiary, Canadian Phase Onward (“CPO”), and creating synergistic opportunities to capitalize on HEALWELL’s artificial intelligence and data management capabilities. HEALWELL’s current technology and AI capabilities can unlock tremendous value and create efficiencies in clinical trials by improving trial design and architecture, accelerating trial mechanics, improving candidate eligibility screening, and, as it expands into later-phase trials, enhancing patient recruitment and screening processes. This strategic acquisition also creates opportunities for HEALWELL subsidiaries, Khure Health and Pentavere Research Group, to harness the data generated and further expand real-world evidence (RWE) clinical study work.

Dr. Alexander Dobranowski, CEO of HEALWELL commented, "We are thrilled to announce the acquisition of BioPharma, one of the largest Canadian owned and operated CROs, a strategic move aimed to enhance HEALWELL’s own clinical research capabilities and bring new AI-driven advancement to the pharmaceutical industry. Clinical research is a critical focus for HEALWELL and is essential in advancing preventative care in Canada as well as globally. BioPharma’s multidisciplinary team of experts, state-of-the-art facilities, and commitment to innovation make it a trusted partner for pharmaceutical innovation and clinical research advancements. We look forward to welcoming the talented Toronto based 250-person team to the HEALWELL family and together realizing the synergies between BioPharma and our current business units.  We are confident that integrating our AI technology, and access to WELL Health’s expansive clinical network with BioPharma’s extensive clinical trial experience will unlock new efficiencies as well as material new revenue growth opportunities.”

Anna Taylor, Managing Director at BioPharma, stated, “This acquisition is not just a joining of forces; it's a transformation. HEALWELL AI’s various platforms will help expand our clinical trial capabilities. The acquisition allows us to leverage HEALWELL's data science expertise to further improve our service offerings. The integration of AI in our processes such as trial design, feasibility and risk assessment, patient eligibility stratification, and results analysis will significantly enhance our capabilities.  By expanding our reach to patient trials, including rare disease trials, BioPharma Services will enhance the medical journey for patients, families, and communities.”

The Transaction is expected to be highly accretive as it provides HEALWELL with high-quality life sciences-oriented revenue and a highly experienced team. BioPharma is expected to generate between $35 to $40 Million of revenue in 2024 with approximately 5% EBITDA(1) operating margins based on YTD performance and has generated approximately $31 million of revenue in the trailing 12-month period. With positive and growing EBITDA in the most recent two quarters, BioPharma’s business is also reflecting a rebound in spending from its broad base of biotechnology and pharmaceutical customers, indicating strong signs of further growth in 2024.

Transaction Description

HEALWELL will acquire 100% of the outstanding shares of Bio Pharma for the following consideration: approximately $3.9 million to be paid in cash at closing; $2.5 million to be paid by way of the issuance of a promissory note at closing, secured against the shares of BioPharma and maturing on the first anniversary of the closing;  approximately $4.2 million to be paid by way of the issuance of Class A Subordinate Voting Shares of the Company (“Subordinate Voting Shares”) at an issue price equal to the volume-weight average trading price for the 15 trading days ending as of June 12, 2024 (the “VWAP”); $1.25 million in value of Subordinate Voting Shares to be issued on closing based on the VWAP and placed into a four-month escrow for indemnity purposes (the “Holdback Release Date”); and up to $2.5 million to be paid as an earn-out over the three years following the closing.

Closing of the Transaction is subject to a number of standard conditions precedent, including conditional approval from the Toronto Stock Exchange.  Fairmount Partners LP acted as exclusive financial advisor to Think Research in the Transaction.

The Toronto Stock Exchange has not considered or made any determination on the merits of the proposed Transaction and has neither approved nor disapproved of this press release.

Footnotes:

1                     Earnings before interest, taxes, depreciation and amortization (“EBITDA”) and EBITDA margin (EBITDA divided by revenue) are each Non-GAAP measures. EBITDA and EBITDA margin should not be construed as alternatives to net income/loss determined in accordance with International Financial Reporting Standards (“IFRS”). EBITDA does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. The Company believes that EBITDA is a meaningful financial metric as it measures cash generated from operations which the Company can use to fund working capital requirements, service future interest and principal debt repayments and fund future growth initiatives. For EBITDA reconciliation to Net income, please refer to the Company’s most recent Management Discussion and Analysis on Sedar+.com. EBITDA margin is EBITDA as a percentage of total revenue.

2                     Source: https://www.gminsights.com/industry-analysis/rare-disease-treatment-market

Dr. Alexander Dobranowski

Chief Executive Officer

HEALWELL AI Inc.

About HEALWELL AI

HEALWELL is a healthcare technology company focused on AI and data science for preventative care. Its mission is to improve healthcare and save lives through early identification and detection of disease. Using its own proprietary technology, the Company is developing and commercializing advanced clinical decision support systems that can help healthcare providers detect rare and chronic diseases, improve efficiency of their practice and ultimately help improve patient health outcomes. HEALWELL is executing a strategy centered around developing and acquiring technology and clinical sciences capabilities that complement the Company’s road map. HEALWELL is publicly traded on the Toronto Stock Exchange under the symbol “AIDX” and on the OTC Exchange under the symbol “HWAIF”. To learn more about HEALWELL, please visit https://healwell.ai/.

About BioPharma Services Inc.

BioPharma Services is a leading contract research organization (CRO) based in Toronto, Canada, specializing in Phase 1 and Phase 2a clinical trials. With a focus on scientific integrity, operational excellence, and adaptive processes tailored to each client's needs, BioPharma Services has established a reputation for delivering high-quality results in the pharmaceutical and biotech industries. BioPharma’s comprehensive services also include Bioanalysis at their GLP Certified Laboratory, Scientific and Regulatory Affairs, Biostatistics and Safety Data Analysis (CDISC), Data Management and Medical Writing.  Visit www.biopharmaservices.com for more details.

About Think Research Corporation

Think Research Corporation is an industry leader in delivering knowledge-based digital health software solutions. The Company's focused mission is to organize the world's health knowledge so everyone gets the best care. Its evidence-based healthcare technology solutions support the clinical decision-making process and standardization of care to facilitate better health care outcomes. The Company gathers, develops, and delivers knowledge-based solutions globally to customers including enterprise clients, hospitals, health regions, healthcare professionals, and / or governments. The Company has gathered a significant amount of data by building its repository of knowledge through its network and group of companies. The Company licenses its solutions to over 14,200 facilities for over 320,000 primary care, acute care, and long-term care doctors, nurses and pharmacists that rely on the content and data provided by the Company to support their practices. Millions of patients and residents annually receive better care due to the essential data that the Company produces, manages and delivers.

Visit www.thinkresearch.com for more details.

Forward Looking Statements

 Certain statements in this press release, constitute "forward-looking information" and "forward looking statements" (collectively, "forward looking statements") within the meaning of applicable Canadian securities laws and are based on assumptions, expectations, estimates and projections as of the date of this press release. Forward-looking statements in this press release include statements with respect to, among other things, the closing of the Transaction and the terms on which it is expected to be completed, the anticipated performance of BioPharma, potential opportunities for the growth of BioPharma and potential synergies between BioPharma and the Company. Forward-looking statements are often, but not always, identified by words or phrases such as "opportunity", "potential",  "improve", "expect", "intend", "create"   or variations of such words and phrases or statements that certain future conditions, actions, events or results "will", "may", "could", "would", "should", "might" or "can" be taken, occur or be achieved, or the negative of any of these terms . Forward-looking statements are necessarily based upon management’s perceptions of historical trends, current conditions and expected future developments, as well as a number of specific factors and assumptions that, while considered reasonable by HEALWELL as of the date of such statements, are outside of HEALWELL's control and are inherently subject to significant business, economic and competitive uncertainties and contingencies which could result in the forward-looking statements ultimately being entirely or partially incorrect or untrue. Forward looking statements contained in this press release are based on various assumptions, including, but not limited to, the following: the parties’ ability to satisfy any conditions precedent to completion of the Transaction; HEALWELL’s ability to complete the Transaction or to complete it on the terms described above; HEALWELL’s ability to integrate the BioPharma business into its own; HEALWELL’s ability to leverage artificial intelligence, data management and other services and expertise to expand and accelerate BioPharma’s service offerings; trends in customer growth; HEALWELL’s ability to develop new technologies and the timelines on which they can be developed; new technologies functioning as expected; customers adopting and using new technologies and services as expected; the need to develop increasingly innovative products and services; competition in the industry; the stability of general economic and market conditions; HEALWELL's ability to comply with applicable laws and regulations; HEALWELL's continued compliance with third party intellectual property rights; and that the risk factors noted below, collectively, do not have a material impact on HEALWELL's business, operations, revenues and/or results. By their nature, forward-looking statements are subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections, or conclusions will not prove to be accurate, that assumptions may not be correct, and that objectives, strategic goals and priorities will not be achieved.

Known and unknown risk factors, many of which are beyond the control of HEALWELL, could cause the actual results of HEALWELL to differ materially from the results, performance, achievements, or developments expressed or implied by such forward-looking statements. Such risk factors include but are not limited to those factors which are discussed under the section entitled "Risk Factors" in HEALWELL's most recent annual information form dated April 1, 2024, which is available under HEALWELL's SEDAR+ profile at www.sedarplus.com. The risk factors are not intended to represent a complete list of the factors that could affect HEALWELL and the reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements. There can be no assurance that forward looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans relating to the future. HEALWELL disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law. All of the forward-looking statements contained in this press release are qualified by these cautionary statements.

For more information:

Pardeep S. Sangha

Investor Relations, HEALWELL AI Inc.

Phone: 604-572-6392

ir@healwell.ai