HealWELL AI Inc

HEALWELL AI Closes the $25.5M Equity Tranche of its Upsized Bought Deal Financing

  • HEALWELL has completed the equity tranche of its previously announced upsized $55 million bought deal financing, raising gross proceeds of $25.5M.
  • The proceeds of the financing will be used to fund the previously announced acquisition of New Zealand based Orion Health.
  • The balance of the bought deal financing consists of the convertible debenture portion of the offering, which the Company is now targeting to complete on or about January 28, 2025.

TORONTO, ON, January 21, 2025 – HEALWELL AI Inc. (“HEALWELL” or the “Company”) (TSX: AIDX) (OTCQX:HWAIF), a healthcare artificial intelligence company focused on preventative care, is pleased to announce that it has completed the first tranche (the “Initial Closing”) of its previously announced $55 million bought deal private placement financing (the “Offering”), co-led by Eight Capital and Scotia Capital Inc., as lead underwriters and joint bookrunners, together with a syndicate of underwriters (the “Underwriters”), raising aggregate gross proceeds of approximately $25.5 million. The proceeds, less a portion of the fees and expenses of the underwriters (the “Underwriters”), have been deposited in escrow pending the satisfaction of certain release conditions, including that all conditions precedent to the acquisition by the Company of Orion Health Holdings Limited (the “Acquisition”) have been met (the “Release Conditions”).

The Company is continuing to work with the Underwriters of the Offering on the convertible debenture portion of the financing, which the Company is now targeting to complete on or about January 28, 2025.

Details of the Subscription Receipts Financing

The Company has issued a total of 12,737,500 subscription receipts of the Company (the “Subscription Receipts”) at a price of $2.00 per Subscription Receipt, for total gross proceeds of $25,475,000. Each Subscription Receipt will entitle the holder thereof to receive, upon satisfaction of the Release Conditions and for no additional consideration, one unit of the Company consisting of one Class A Subordinate Voting Share (a “Subordinate Voting Share”) and one-half of one Subordinate Voting Share purchase warrant, with each whole warrant (a “Warrant”) exercisable at a price of $2.50 for a period of 36 months following the closing of the Offering.

The gross proceeds of the Initial Closing, less 50% of the Underwriters’ cash commission and certain expenses of the Underwriters, have been deposited in escrow until the satisfaction of the Release Conditions. In the event that the Release Conditions have not been satisfied prior to 5:00 p.m. (Vancouver Time) on June 30, 2025, or the Company advises the Underwriters or announces to the public that it does not intend to satisfy the Release Conditions or that the Acquisition transaction has been terminated, the aggregate issue price of the Subscription Receipts (plus any interest earned thereon) shall be returned to the applicable holders of the Subscription Receipts, and such Subscription Receipts shall be automatically cancelled and be of no further force and effect.

On completion of the Initial Closing, the Company also issued to the Underwriters a total of 453,750 warrants for Subordinate Voting Shares with a three-year term and an exercise price of $2.08/share as partial compensation for their services.

Certain insiders of the Company (the “Participating Insiders“) participated in the Initial Closing for an aggregate of 550,000 Subscription Receipts (which may result in the issuance of up to 825,000 Subordinate Voting Shares), representing approximately 4% of the gross proceeds raised in the Initial Closing and 2% of the gross proceeds expected to be raised by the entire Offering. Such participation is considered a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). In completing the Initial Closing, the Company relied on the applicable exemptions from the formal valuation and minority security holder approval requirements available under Sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, on the basis that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Initial Closing, insofar as it involves the Participating Insiders, exceeds 25% of the Company’s market capitalization calculated in accordance with MI 61-101. The Initial Closing was approved by the Company’s board of directors, with any Participating Insiders declaring their interest and recusing themselves from voting and deliberations on its approval. The Company did not file a material change report 21 days prior to the closing as the details relating to the participation of the Participating Insiders were not settled until shortly prior to the closing. Further information regarding the Initial Closing will be provided in a material change report to be filed by the Company.

Gardiner Roberts LLP acted as counsel for the Company and Wildeboer Dellelce LLP acted as counsel for the Underwriters in connection with the Offering.

Dr. Alexander Dobranowski  
Chief Executive Officer 
HEALWELL AI Inc. 

About HEALWELL AI

HEALWELL is a healthcare artificial intelligence company focused on 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 visihttps://healwell.ai/.

About Orion Health

Orion Health is a global healthcare technology company focused on reimagining healthcare for all. Orion Health is leading the change in digital health with health and care organizations to improve the wellbeing of every individual with our world leading Unified Healthcare Platform. Made up of a Virtuoso digital front door, Amadeus digital care record, and Orchestral health intelligence platform – each underpinned by extensive health and social data sets, machine learning, and 30 years of innovation focused purely on improving global well-being. www.orionhealth.com

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 intended uses of the proceeds of the Initial Closing, the anticipated timing of completion of the balance of the Offering, the pending acquisition by the Company of Orion Health and the potential future satisfaction or non-satisfaction of the Release Conditions. Forward-looking statements are often, but not always, identified by words or phrases such as “continuing to”, “expect”, “anticipate”,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 Acquisition and the balance of the Offering, including receipt of all shareholder, regulatory and TSX approvals; HEALWELL’s ability to complete the Acquisition and the balance of the Offering or to complete them on the terms described above; HEALWELL’s ability to continue to access sources of debt and equity financing and the terms on which such financing may be provided; HEALWELL’s ability to integrate the acquired businesses, products and services with its own; 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 

Khure Health

Khure Health is a wholly owned subsidiary of HEALWELL AI. Khure is an AI health technology company whose precision medicine platform harnesses clinical data, enabling physicians to rapidly screen and identify patients with rare diseases and facilitate more personalized treatment.

Khure is actively working with and/or has rare and specialty disease programs in development with 6 of the top 10 pharma companies and international disease associations.
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Pentavere

HEALWELL AI is a majority shareholder of Pentavere Research Group, a globally recognized and award-winning AI digital health company that has built a best-in-class AI engine to identify patients that are eligible for approved medications or interventions, to improve outcomes for patients and help drive therapy growth and penetration. Over the past several years, Pentavere has published an impressive array of literature in high-impact, peer-reviewed medical journals, totaling more than 30 manuscripts, which serve as a testament to Pentavere’s capabilities and adds significant credibility to their technology.
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Intrahealth

Intrahealth is a pioneering force in healthcare technology, specializing in the development and implementation of state-of-the-art EMR solutions. With a relentless commitment to advancing patient care, Intrahealth empowers healthcare providers, institutions, and governments with innovative digital tools designed to enhance healthcare delivery and improve patient outcomes.
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VeroSource Solutions

VeroSource Solutions is a digital health company established in 2014 to empower people and unlock the potential in Canadian healthcare. Its team of professionals has extensive experience in the full lifecycle of healthcare IT solutions and offers healthcare providers the technology and support needed to go digital. VeroSource’s cloud-first multi-channel software securely connects people, data and systems to drive digital healthcare transformation. Founded in Fredericton, NB, VeroSource has grown to include team members across Ontario and Atlantic Canadian.
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BioPharma Services

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.
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PolyClinic

HEALWELL AI Polyclinic provides onsite integrated health services including primary care, specialist care, lab services, and an in-house clinical research organization. With integrated systems and data-driven tools, HEALWELL AI Polyclinic plans to unlock meaningful insights from consistent, high-quality, structured clinical information from over 50 primary care physicians and specialists, labs, and clinical trials.
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Doctorly

Founded in 2018, doctorly is a European based digital health-tech startup with a company mission of 'enabling people to live healthier lives'. With an initial focus on Europe’s largest market, Germany, doctorly has built a brand new, fully regulated practice management software to redefine how medical practices work. As an all-in-one solution, doctorly provides a fully centralised, cloud powered, GDPR compliant, medical practice operating system that dramatically reduces the time and effort doctors and medical assistants spend on day-to-day administrative tasks. doctorly is financially backed by some of the world’s most renowned venture capital firms. To learn more about doctorly please visit: www.doctorly.de

Read the original press release here.
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xAI

xAI is a company working on building artificial intelligence to accelerate human scientific discovery. They're guided by their mission to advance our collective understanding of the universe. The team is led by Elon Musk, CEO of Tesla and SpaceX. Collectively their team has contributed some of the most widely used methods in the field, in particular the Adam optimizer, Batch Normalization, Layer Normalization, and the discovery of adversarial examples. They further introduced innovative techniques and analyses such as Transformer-XL, Autoformalization, the Memorizing Transformer, Batch Size Scaling, μTransfer, and SimCLR. They have worked on and led the development of some of the largest breakthroughs in the field including AlphaStar, AlphaCode, Inception, Minerva, GPT-3.5, and GPT-4. Learn more at https://x.ai/ Read the original press release here.
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Mutuo Health Solutions

Mutuo Health Solutions is a Toronto-based medical artificial intelligence company focused on developing predictive clinical AI technology. Their flagship product, AutoScribe, is an advanced AI-powered ambient scribe solution that transcribes clinician-patient interactions into high-quality electronic medical records in real time. AutoScribe utilizes natural language processing and machine learning technology to accurately capture and structure patient data, enabling healthcare providers to focus on patient care and improve clinical efficiency.

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Abstractive Health

Abstractive Health is on a mission to transform the healthcare industry by automating clinical documentation with generative AI. Their innovative AI software creates comprehensive patient summaries, streamlining workflows and empowering healthcare providers to focus on patient care. By harnessing advanced language models, the company delivers accurate, medically relevant insights directly to clinicians, enabling informed decision-making and improved patient outcomes. Read the original press release here. 

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