HEALWELL AI Announces Strategic Divestments and Progression to a Pure-Play SaaS, Services and AI Business

Executive Summary

• HEALWELL AI Inc. completed three related transactions with WELL Health Technologies Corp. and its subsidiaries, selling its Polyclinic clinics and its 58.66 % stake in Mutuo Health Solutions, and forming a 50/50 clinical‑research joint venture.
• The company received approximately $9.4 million of cash at closing, strengthening its balance sheet and enabling it to become a pure‑play digital SaaS, services and AI business focused on large enterprise health systems.
• Transactions were approved by an independent special committee that obtained a fairness opinion from Doane Grant Thornton LLP; all required regulatory and exchange approvals were secured.

Key Details

• Polyclinic Sale to WELL Clinics – 2 clinics (~40 physicians) sold for $1.2 M cash at closing plus up‑to $1.2 M earn‑out payable in H1 2026.
• Mutuo Health Solutions Divestiture – HEALWELL sold its 58.66 % interest (including warrants and contractual rights) to WELLSTAR for $8,212,400 cash, with $615,930 held in a four‑month indemnity holdback for working‑capital adjustments.
• Cash Proceeds: Total cash received from the three transactions ≈ $9.4 M (including earn‑out potential).
• Joint Venture Formation – New limited partnership (“Joint Venture”) with WELL, each holding a 50 % economic interest:
• HEALWELL contributed Bio Pharma Services Inc. and Canadian Phase Onward Inc., receiving 3,000,000 Class A LP Units valued at $3 M.
• WELL contributed a $3 M capital commitment, receiving 3,000,000 Class B LP Units.
• Initial capital call of $500,000 made at closing; further calls will be based on JV cash needs.
• Strategic Rationale: Divestitures allow HEALWELL to focus on high‑margin AI and SaaS offerings for health systems; the joint venture positions the company to capture higher‑margin clinical‑research opportunities in Canada.
• Governance: A three‑director special committee (independent of the transactions) reviewed and approved the deals, relying on a fairness opinion that deemed each transaction fair to shareholders. Board resolutions were passed on 30 Sep 2025 and 31 Oct 2025; interested directors recused themselves from voting.
• Regulatory Compliance: Transactions are related‑party under MI 61‑101 but exempt because aggregate FMV < 25 % of HEALWELL’s market cap. Conditional TSX approval obtained prior to closing.

Notable Quotes

“These transactions accelerate our evolution into becoming a pure‑play, high‑margin AI and SaaS software and services business focused on large enterprise customers globally.” – James Lee, CEO

“These transactions will allow us to place greater focus on integrating our industry‑leading AI solutions… resulting in margin expansion and organic growth.” – Sacha Gera, COO