HEALWELL Provides Corporate Update Including Improved Performance in AI Business, Acquisition of Remaining Interest in Pentavere and Deeper Integration within the AI Business Segment

Rhea-AI Summary

HEALWELL AI (OTCQX: HWAIF) reported significant growth in its AI business segment, with preliminary revenues expected to exceed $5 million for H1 2025, representing a 200% year-over-year increase. The company has exercised its call option to acquire the remaining 49% stake in Pentavere Research Group for approximately $14 million, paid through the issuance of 10.16 million Subordinate Voting Shares.

Under new CEO James Lee's leadership, HEALWELL's AI division, including Pentavere, Khure Health, and Mutuo Health Solutions, is expected to achieve positive Adjusted EBITDA in H1 2025. Both Pentavere and Khure have shown over 100% organic revenue growth in the first half of 2025. The company plans to integrate its AI and data science products deeper into its software platforms, leveraging Pentavere's DARWEN™ platform for preventative care solutions.

Positive

• AI business segment revenue exceeded $5M in H1 2025, growing 200% year-over-year
• Expected positive Adjusted EBITDA for AI segment in H1 2025
• Pentavere and Khure each achieved over 100% organic revenue growth in H1 2025
• Full ownership of Pentavere's DARWEN™ platform through remaining 49% stake acquisition
• Strong market interest from major healthcare systems worldwide

Negative

• Significant share dilution through issuance of 10.16M new shares for Pentavere acquisition
• Substantial investment of $14M for remaining Pentavere stake

• HEALWELL announced improved performance for its core AI business segment with preliminary revenues expected to exceed $5 million for the first six months of 2025, reflecting a year-over-year increase of over 200% as compared to the same period last year. This strong performance is expected to lead to positive Adjusted EBITDA for the AI business segment during the first six months of the year.
• HEALWELL acquires remaining 49% of Pentavere Research Group Inc., by exercising a call option to gain full ownership of the business. Pentavere is an award winning and globally renowned AI healthcare company which is responsible for the development of a leading AI-driven patient identification platform, DARWEN.^TM
• With 100% ownership of Pentavere, HEALWELL intends to deepen integration between its AI businesses and accelerate commercialization of AI products across healthcare offerings.

Toronto, Ontario--(Newsfile Corp. - July 16, 2025) - HEALWELL AI Inc. (TSX: AIDX) (OTCQX: HWAIF) ("HEALWELL" or the "Company"), a healthcare artificial intelligence company focused on preventative care, is pleased to provide a corporate update, including improved performance in its AI business units, the acquisition of the remaining interest in Pentavere Research Group Inc. ("Pentavere") and deeper integration of the entities within its AI business segment.

The Company's AI business segment, encompassing Pentavere, Khure Health ("Khure"), and Mutuo Health Solutions ("Mutuo") businesses, is on track to exceed $5 million in revenues for the first six months of 2025, ending June 30, 2025, representing a year-over-year increase of over 200%. This strong performance is expected to lead to positive Adjusted EBITDA for the AI business segment during the same period.

Strategic Acquisition and Performance Highlights

• Full Ownership of Pentavere: HEALWELL has exercised its call option to acquire the remaining 49% of Pentavere, gaining full ownership of the globally recognized AI healthcare company. Pentavere is the developer of DARWEN™, a leading AI-driven patient identification platform crucial for preventative care.
• Robust Organic Growth: Preliminary results for Q2-2025 show significant organic revenue growth within the AI segment, with both Pentavere and Khure each increasing by more than 100% during the first six months of 2025 compared to the same period last year. This demonstrates the Company's enhanced connectivity with the life sciences marketplace.

New Leadership and Forward Strategy

James Lee, HEALWELL's new Chief Executive Officer, effective July 1, 2025, commented, "I'm incredibly pleased with the strong performance of our core AI division, and I believe its potential is substantial. With Orion Health now part of our family and 100% ownership of Pentavere, we have a unique opportunity to truly differentiate our offering and accelerate the commercialization of our AI products. We are already seeing strong interest in our various AI products, from some of the largest healthcare systems in the world."

HEALWELL's strategy is to deeply integrate its AI and data science products into its software platforms. This approach provides a direct path to market, leveraging existing customer bases and contracts to enable healthcare systems worldwide to adopt AI solutions more readily.

Hamed Shahbazi, HEALWELL's Chairman, emphasized the significance of Pentavere, "DARWEN™ is a globally unique and recognized AI solution, validated by some of the largest and most complex healthcare systems. Its focus on ethical and compliant training with permissioned data, alongside clinical validation in over 40 publications, positions it to lead the healthcare sector in deploying AI insights for real-world outcomes. We also continue to be greatly impressed with both the capability and thought leadership of the Pentavere team and are excited to watch them continue their efforts to modernize and AI-enable preventative health."

Commitment to Preventative Care

Mr. Lee further commented on the urgent need for AI in healthcare, "Global healthcare systems face relentless demands amid budgetary and staffing challenges. AI-based tools like Pentavere's DARWEN™ are breaking new frontiers in patient identification and preventative care, holding the potential to save and protect many lives. Our role is to be an enabler of preventative care, and we must act with urgency. We are committed to delivering on our vision, and along with the Company's President, Dr. Alexander Dobranowski, I look forward to sharing key milestones as we achieve them."

Transaction Details of Pentavere Call Option Exercise

HEALWELL has acquired the remaining 49% of Pentavere which it did not already own by exercising a call option that it had previously negotiated at the time of its original acquisition of a majority interest in Pentavere in 2023 (the "Call Option"). Pursuant to the Call Option, HEALWELL has acquired all of the remaining issued and outstanding shares of Pentavere for an aggregate purchase price of $13,978,244.70, which was satisfied with the issuance of 10,161,562 Subordinate Voting Shares at a deemed price of $1.3756 per share, equal to the 5-Day VWAP on July 11^th, 2025.

James Lee
Chief Executive Officer
HEALWELL AI Inc.

Footnotes:

1. "Adjusted EBITDA" is a non-IFRS financial measure and may not be comparable to other similar measures disclosed by other companies. For more information on the composition of this measure, its purpose and a reconciliation to the nearest IFRS measures, please see "Non-IFRS Financial Measures" in the Company's most recent MD&A dated May 12, 2025, a copy of which is available under the Company's profile on SEDAR+ at www.sedarplus.ca.

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 visit https://healwell.ai/.

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, including statements about the Company's strategic plan and expected timelines, milestones and future announcements under the plan; and are based on assumptions, expectations, estimates and projections as of the date of this press release. Forward-looking statements are often, but not always, identified by words or phrases such as "mission", "intends", "to be", "coming", "opportunities", "look forward to", "expected" 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: HEALWELL's ability to integrate its AI technologies into its other service offerings and platforms; HEALWELL's ability to maintain and leverage its relationships with their commercial partners; the continued adoption of the software, tools and solutions created by HEALWELL and its subsidiaries; that HEALWELL will be successful in identifying, executing and integrating new acquisitions, investments and/or partnerships; the stability of general economic and market conditions; sufficiency of working capital and access to financing; HEALWELL's ability to comply with applicable laws and regulations; HEALWELL's continued compliance with third party intellectual property rights; the effects of competition in the industry; the requirement for increasingly innovative product solutions and service offerings; technologies working as intended or at all; trends in customer growth and the adoption of new technologies in the industry; 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, 2025, 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.

This news release contains future-oriented financial information and financial outlook information (collectively, "FOFI") about the expected Q2 2025 revenue and Adjusted EBITDA generated by the Company's AI business, which are subject to the same assumptions, risk factors, limitations, and qualifications as set out in the above paragraphs. The actual financial results of the Company's AI business segment may vary from the amounts set out herein and such variation may be material. HEALWELL and its management believe that the FOFI has been prepared on a reasonable basis, reflecting management's best estimates and judgments. However, because this information is subjective and subject to numerous risks, it should not be relied on as necessarily indicative of future results. Except as required by applicable securities laws, HEALWELL undertakes no obligation to update such FOFI. FOFI contained in this news release was made as of the date hereof and was provided for the purpose of providing further information about HEALWELL's anticipated future business operations and strategic plan for the coming year. Readers are cautioned that the FOFI contained in this news release should not be used for purposes other than for which it is disclosed herein.

For more information:

Pardeep S. Sangha
Investor Relations, HEALWELL AI Inc.
Phone: 604-572-6392
ir@healwell.ai

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/258997

FAQ

What is HEALWELL AI's (HWAIF) revenue growth for H1 2025?

HEALWELL's AI business segment is expected to exceed $5 million in revenue for H1 2025, representing a 200% increase compared to the same period last year.

How much did HEALWELL AI pay for the remaining stake in Pentavere?

HEALWELL paid approximately $14 million for the remaining 49% stake in Pentavere, satisfied through the issuance of 10.16 million Subordinate Voting Shares at $1.3756 per share.

Who is the new CEO of HEALWELL AI (HWAIF)?

James Lee became HEALWELL's new Chief Executive Officer effective July 1, 2025.

What are HEALWELL AI's main AI business units?

HEALWELL's AI business segment includes Pentavere Research Group, Khure Health, and Mutuo Health Solutions.

What is Pentavere's main AI product?

Pentavere's main product is DARWEN™, a leading AI-driven patient identification platform focused on preventative care, validated through over 40 publications.