Healwell AI comments on forward-looking Nov. 3 NR

Executive Summary

• Healwell AI issued a regulatory clarification regarding its Nov 3, 2025 announcement on strategic divestments, providing detailed financial context and forward-looking assumptions for its transition to a pure-play digital SaaS, services, and AI business.
• The company reported Q3 2025 revenue of $30.4 million (annualizing to an ~$120M run rate) and achieved positive adjusted EBITDA of $700,000, marking the second consecutive quarter of profitability following the April 2025 acquisition of Orion Health.
• The release outlines key operational assumptions, material risks, and third-party validations/awards for its AI solutions, particularly the Darwen platform, while emphasizing that the statements constitute forward-looking information subject to inherent uncertainties.

Key Details

• Strategic Transactions: Completion of three strategic transactions involving the sale of two non-core businesses and the contribution of two others to a newly formed clinical research joint venture.
• Q3 2025 Revenue: $30.4 million from continuing operations, representing a 354% increase from $6.7 million in Q3 2024 and annualizing to an approximate revenue run rate of $120 million.
• Adjusted EBITDA: Positive $700,000 in Q3 2025 (compared to a $2.8 million loss in Q3 2024), driven by the acquisition of Orion Health on April 1, 2025.
• Net Income/Loss: Net loss from continuing operations of $16 million in Q3 2025 (compared to $8.7 million in Q3 2024).
• Forward-Looking Assumptions: Based on historical performance, commercial partner relationship retention, contract renewals, new customer acquisition, market stability, working capital sufficiency, regulatory compliance (including AI laws), IP compliance, competition, and product innovation.
• Material Risks: Changes in customer demand/purchasing cycles, key customer retention, deployment timing, competition/pricing pressures, acquisition integration risks, personnel retention, and operating cost fluctuations.
• AI Platform Validation (Darwen): Recognized by Pentavere Research Group; won Prix Galien USA 2024 for best digital health start-up.
• Clinical/Research Publications: Validated in JAMA Otolaryngology (2024) for automating cancer staging, Journal of Clinical Oncology for automated data extraction, Current Oncology (2024) for identifying rare lung cancer patients via generative AI, Journal of the Canadian Association of Gastroenterology (2024) for drug concentration analysis, and Allergy, Asthma & Clinical Immunology (2024) for hereditary angioedema cohorts.
• Regulatory Context: Issued at the request of the Ontario Securities Commission pursuant to a continuing disclosure review; does not amend or restate previously issued financial statements.