Well Health's Wellstar arranges $62M Series B financing

Executive Summary

• Wellstar Technologies Corp., a majority-owned subsidiary of Well Health Technologies Corp., has entered into agreements for a $62 million Series B preferred share financing to support its pre-spinout growth strategy.
• The financing is led by prominent Canadian institutional investors (Mawer, Edgepoint, and Picton) and is expected to close in early December 2025, subject to closing conditions.
• Wellstar is targeting a public listing (IPO, RTO, or alternative liquidity event) in 2026, at which point the Series B shares will automatically convert into subordinate voting shares.

Key Details

• Financing Amount: Approximately $62 million in aggregate Series B preferred share investment.
• Offering Price: $1.50 per Series B share.
• Investors: Mawer Investment Management Ltd., Edgepoint Wealth Management Inc., and Picton Investments.
• Closing Date: Expected early December 2025.
• Share Allocation:
  • $59 million of Series B shares issued to institutional investors.
  • Approximately $3 million of Series B shares issued to management of Wellstar and Well.
• Ownership Structure: Well intends to maintain a majority in the economic and voting interest of Wellstar upon closing and for the long term.
• Conversion Terms: Series B shares automatically convert into subordinate voting shares of Wellstar upon a qualifying IPO, RTO, or alternative liquidity transaction.
• Dividend Terms: No dividends until 2026; thereafter, they accrue quarterly at an increasing rate as notional preferred shares until a liquidity event, redemption, or other liquidation event.
• Redemption Rights: Holders may redeem shares at their option after December 31, 2026.
• Use of Proceeds: Future acquisitions, AI-related innovation, organic growth initiatives, and general corporate purposes.
• Advisors: Cormark Securities, Beacon Securities, and Stifel Nicolaus Canada acting as co-lead agents, with Cormark Securities as sole bookrunner.
• Previous Financing: Builds on a Series A investment in December 2024, which raised $50.4 million at $1.00 per share, led by Mawer and Edgepoint.

Notable Quotes

• "This financing reinforces investor confidence in Wellstar's strong performance and growth outlook and provides significant balance sheet strength as we scale our AI-enabled [artificial intelligence] solutions, expand our product portfolio and pursue strategic acquisitions. We're extremely proud to have the continued support of leading institutional investors as we execute on our mission to reshape health care through digital enablement." — Amir Javidan, CEO of Wellstar