Communicators

-          HEALWELL is pleased to provide an update on its improved balance sheet with the reduction of approximately $15.5 million of liabilities in Q2-2024. 

-          HEALWELL has successfully settled certain payment obligations related to the legacy MCI Medical Clinics Inc. ("MCI Ontario”) business, resulting in extinguishing $3.9 million in future liabilities including rent and operating costs, and $2.5 million of payments in arrears.

-          In addition, HEALWELL has received forgiveness as expected for the loans originally advanced by The First Canadian Wellness Co Inc. (“FCW”) in 2022 and 2023, aggregating to approximately $7.9 million.

-          Furthermore, HEALWELL has acquired the remaining 20% ownership interest in MCI Polyclinic Group Inc. (“PolyClinic”) that it did not already own, eliminating a significant Put option liability of approximately $1.3 million and positioning its Canadian Phase Onward Clinical Research Organization for growth under newly acquired BioPharma's management oversight.

TORONTO, ON, July 10, 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 provide a corporate update highlighting significant improvement in the Company’s balance sheet in Q2 2024 with a reduction of approximately $15.5 million in total liabilities consisting of the following:

Dr. Alexander Dobranowski, CEO of HEALWELL, commented, “We are very pleased with the recent strides HEALWELL has made in strengthening our financial position and streamlining our operations. The successful settlement of the legacy MCI Ontario payables and the acquisition of full ownership of PolyClinic mark significant milestones for our company. These actions not only enhance our financial health but also position us for sustained growth in the clinical research sector.”

Anthony Lam, the HEALWELL’s CFO, commented, “With a stronger financial foundation, HEALWELL is well-positioned to leverage available cash for further acquisitions for the rest of the year, continuing to drive the Company’s strategic growth and expansion.” 

HEALWELL now boasts significantly lower debt, limited to convertible debentures and loans from FedDev and Business Development Bank of Canada (BDC) in the aggregate amount of $11.6 million, not including earn-outs or vendor take-back notes payable to acquisition partners.  The Company’s convertible debt is currently expected to convert into equity based on being in-the-money, which would represent the extinguishment of another $10.1 million in debt, resulting in approximately $1.5 million of bank debt post-conversion. After the recently completed transactions related to xAI Corp, VeroSource and BioPharma as well as the allocation of $1.4M of cash proceeds required to achieve the liability reductions noted in this press release, it is estimated that HEALWELL had cash of approximately $14.5 million at the end of the second quarter. If all of the Company’s outstanding in-the-money warrants were to be exercised, that cash balance would grow to approximately $39 million. 

Details of the Transactions:

In June 2024, HEALWELL successfully settled a number of outstanding lease obligations related to the legacy MCI Ontario medical clinics. In total, HEALWELL has extinguished approximately $3.9 million in future liabilities including rent and other costs under the applicable leases, as well as eliminating approximately $2.5 million of payables in arrears related to past rent obligations.

Under the terms of the debt resolution and acknowledgement agreement between the Company, WELL Health Technologies Corp (“WELL”) and FCW entered into on July 19, 2023, WELL has now forgiven loans of approximately $7.9 million1 against the Company.  The previously agreed-upon loan forgiveness was completed on June 29, 2024 and directly impacts HEALWELL's balance sheet in a positive manner, enhancing its financial health and potentially freeing-up additional resources for strategic investments and growth.

HEALWELL is also pleased to announce that on June 17, 2024, the Company completed the acquisition of the remaining 20% ownership of PolyClinic which it previously did not hold.  This strategic move eliminates a Put option liability of approximately $1.3 million from the Company’s balance sheet.

HEALWELL now owns 100% of PolyClinic including its Clinical Research Organization (CRO), Canadian Phase Onward (“CPO”).   CPO is now more strategically aligned with HEALWELL’s recently acquired BioPharma to foster powerful synergies and create a robust platform for late stage clinical trial revenue and driving future growth.  CPO is expected to operate under BioPharma’s leadership going forward.

In connection with its acquisition of the remaining 20% interest in PolyClinic, the Company transferred its 80% stake in Executive Medical Concierge Canada (2021) Ltd. (“EMC”) to Health Network Efficiencies Inc., allowing the Company to focus on serving the needs of its Pharma clients for later stage clinical trials.

Footnotes:

1-      WELL Health acquired this debt for a fraction of the headline value back in October 1, 2023 as part of the transaction that launched HEALWELL and had committed to forgiving this debt once the Company had adequately addressed certain outstanding obligations in MCI Ontario.

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 AI technology and competencies which include data science, electronic health records and clinical research offerings, 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 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/.

Forward Looking Statements

Certain statements in this press release, constitute “forward-looking information” and “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 Company’s available cash, potential opportunities for growth and synergy among the Company’s clinical research organizations, the potential conversion of the Company’s convertible debt, the potential exercise of the Company’s outstanding warrants and the potential for future acquisitions by the Company. Forward-looking statements are often, but not always, identified by words or phrases such as “position”, “growth”, “future”, “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 Company’s ability to successfully integrate recent acquisitions into its organization; the availability of future M&A opportunities and the Company’s ability to capitalize on those opportunities; the anticipated timing and quantity of, and demand for, warrant exercises and debenture conversions; the effects of competition in the industry; the requirement for increasingly innovative product solutions and service offerings; trends in customer growth; the stability of general economic and market conditions; currency exchange rates and interest rates; the Company’s ability to comply with applicable laws and regulations; the Company's continued compliance with third party intellectual property rights; and that the risk factors noted below, collectively, do not have a material impact on the Company'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