HEALWELL AI Inc. (“
HEALWELL” or the
“
Company”) (TSX: AIDX), a data science and AI
company focused on preventative care, is pleased to announce it
has entered into an agreement to acquire a majority ownership
position in Pentavere Research Group Inc.
(“
Pentavere”), an innovative AI health-tech
company based in Toronto, Ontario, that focuses on identifying
eligible patients for approved medications and interventions.
Pentavere has a proven track record in commercialization of
real-world evidence studies and has developed strong partnerships
with major hospital networks. Pentavere’s expertise in data
abstraction and structuring, combined with their extensive network
and experience in hospital specialist care, perfectly aligns with
HEALWELL’s commitment to improving preventative care.
HEALWELL’s proposed majority acquisition of
Pentavere will further solidify its standing as a world-class AI
technology provider. This proposed acquisition will add top-line
revenue, new products, partnerships with major hospital networks in
Canada and the United States, access to five new key pharma
customers and also an expert AI engineering team. The combined
capabilities of HEALWELL and Pentavere in combination with the
Company’s partnership with WELL Health Technologies Corp.
(“WELL”) (TSX: WELL) allows HEALWELL to accelerate
its strategic roadmap and tackle high value problems in the
healthcare industry.
Dr. Alexander Dobranowski, CEO of HEALWELL
commented, “We are thrilled at the prospect of welcoming Pentavere,
a real AI powerhouse, to the HEALWELL family. This proposed
acquisition will represent a major leap forward in our mission to
revolutionize healthcare through the use of AI and data science.
Pentavere is most certainly one of the leading technology assets in
Healthcare AI in Canada. Its advanced DARWEN™ platform leverages
artificial intelligence and large language models to process
complex, unstructured clinical data into easily searchable and
referenceable structured data, addressing a critical need in modern
healthcare technology. Pentavere has established vital partnerships
and secured data-access agreements with major hospital networks in
Canada and the United States, solidifying its position as a leader
in the industry.”
Mr. Aaron Leibtag, Co-Founder and CEO of
Pentavere, stated, “Pentavere has always been driven by a
dedication to improving patient outcomes through technology.
Joining forces with HEALWELL will allow us to amplify our impact
and reach even greater heights in the field of healthcare
technology. We are excited to combine our strengths and bring forth
innovative solutions that will shape the future of healthcare and
drive better outcomes for patients.”
With a strong pedigree and commercial track
record of delivering complex AI-driven real-world evidence (RWE)
studies – Pentavere has a validated history of delivering impactful
AI-solutions to the healthcare industry. Pentavere’s extensive
experience working with some of the world’s largest pharmaceutical
companies underscores its reputation in the commercial sector.
Pentavere’s impressive research contributions are equally
noteworthy. Over the past several years, Pentavere has published an
impressive array of literature in high-impact, peer-reviewed
medical journals. This body of work, totalling more than 19
manuscripts, serves as a testament to Pentavere’s capabilities and
adds significant credibility to their technology, particularly in
the eyes of healthcare experts, key opinion leaders and clinical
researchers.
This proposed acquisition will mark a pivotal
moment for HEALWELL, as it aligns perfectly with the Company’s
technological and commercial competencies. The addition of
Pentavere’s data abstraction and structuring capabilities, combined
with access to hospitals and expertise in hospital based medical
specialities, will significantly broaden HEALWELL’s therapeutic and
disease indication spectrum. Moreover, the expanded portfolio is
expected to broaden HEALWELL’s capabilities to unlock the value of
its partnership with WELL with whom it has recently executed an
agreement to deliver clinical decision support capabilities to
WELL’s healthcare providers.
No industry in the world produces more data than
Healthcare. By the year 2025, the compound annual growth rate of
data for healthcare will reach 36%(1). Much of this data is
generated in unstructured form and will require technologies such
as Pentavere’s to structure such that it can be used to solve the
most challenging problems in the healthcare industry.
HEALWELL AI is acquiring a majority ownership of
Pentavere on a non-diluted basis in a combined primary and
secondary transaction with an option to buy the remaining stake
over the next 3 years. The purchase values 100% of Pentavere at an
enterprise value of $15 million which includes approximately $2
million in debt. HEALWELL is buying an initial stake from existing
shareholders with a combination of cash ($1.75 million) and AIDX
stock ($4.16 million) using the 5-day VWAP of the Subordinate
Voting Shares prior to announcement of the transaction. A further
$1.2 million will be invested by HEALWELL on closing to purchase
newly issued treasury shares that increase HEALWELL's ownership to
a majority position on a non-diluted basis, and provide Pentavere
with fresh operating capital. On closing, HEALWELL has the right to
appoint nominees for a majority of Pentavere’s board seats.
Footnote:
(1) Source: Coughlin
et al, Internal Medicine Journal article “Looking to tomorrow’s
healthcare today: “A participatory health perspective”. IDC White
Paper, Doc# US44413318: The Digitization of the World – From Edge
to Core”
Dr. Alexander DobranowskiChief Executive
OfficerHEALWELL AI Inc.
About HEALWELL AI
HEALWELL AI is a health care technology company
focused on AI and data science for preventive care. Its mission is
to improve health care and save lives through early identification
and detection of disease. As a physician-led organization with a
proven management team of experienced executives, HEALWELL AI 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. To learn more about HEALWELL
AI, please visit: https://healwell.ai/.
About Pentavere
Pentavere Research Group is 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. Pentavere's AI system, DARWEN™, identifies patients
that are eligible for but not receiving approved medications or
interventions, improving outcomes for patients and helping drive
appropriate therapy growth and penetration.
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 proposed acquisition and the acquisition of a
majority stake in Pentavere on the terms disclosed herein; the
expected results of the acquisition, including the expected
financial, strategic and synergistic benefits to HEALWELL;
anticipated benefits of revenue and new products and partnerships
resulting from the majority acquisition; and the expectation that
the acquisition will provide positive benefits and opportunities
through HEALWELL's strategic alliance with WELL. Forward-looking
statements are often, but not always, identified by words or
phrases such as "to become", "improve", "growth", "ensuring",
"continue", "anticipated", "expects", "proceed", "potential",
"future", "consider", "result in", "increase", "deliver",
"emerging", “is poised”, "plan", "position", "opportunities",
"expansion", "exercise", "ensure", "achieve", "acquire",
"complete", "satisfy", "entitle", "subject to" 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: ability to close the acquisition on
negotiated terms; ability to satisfy all closing conditions,
including stock exchange approval; ability for HEALWELL to realize
on expected synergies with Pentavere; 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 March 31, 2023, which is available under
HEALWELL's SEDAR+ profile at www.sedarplus.ca. 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
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