HealWELL AI Inc

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HEALWELL Reports Record Revenue with 433% Growth in 2024, and Anticipates Closing of Transformational Orion Health Acquisition on April 1, 2025

  • HEALWELL achieved record annual revenue from continuing operations of approximately $39 million in fiscal 2024, an increase of 433% compared to fiscal 2023. HEALWELL achieved record quarterly revenue from continuing operations of $15.2 million in Q4-2024, 692% higher than the $1.9 million generated in Q4-2023 and 11% higher than the $13.7 million generated in Q3-2024

  • On December 16, 2024, HEALWELL announced the acquisition of Orion Health Holdings Limited (“Orion Health”, or “Orion”), a leader in global healthcare technology, with over 70 worldwide customers in 11 countries. Orion is expected to contribute more than $100 million in annual revenues and propel the Company into being Adjusted EBITDA positive thereafter. Furthermore, in anticipation of the closing of the Orion Health acquisition, the Company has proactively executed several cost optimization initiatives.

  • The Orion Health acquisition is expected to close on April 1, 2025. Between the recently signed $50 million credit agreement with Scotiabank and RBC, and the capital raised through the Company’s recently completed subscription receipt financings, HEALWELL has financing arrangements for over $100 million in place to support the closing of this acquisition.

TORONTO, ON, March 26, 2025  – HEALWELL AI Inc. (“HEALWELL” or the “Company”) (TSX: AIDX) (OTCQX:HWAIF), a healthcare artificial intelligence company focused on preventative care, is pleased to announce its audited consolidated financial results for the fiscal year and fourth quarter ended December 31, 2024.  A summary of the Company’s financial and operational results is set out below, and more detailed information is contained in the annual financial statements and related management discussion and analysis, which are available on the Company’s SEDAR+ page at www.sedarplus.com. Financial measures described as “Adjusted” in this news release are non-IFRS financial measures and may not be comparable to other similar measures disclosed by other companies. Please see Non-IFRS Financial Measures below for more information.
 
Dr. Alexander Dobranowski, HEALWELL’s CEO, commented, “Although 2024 was a landmark year for HEALWELL, we’re even more excited about 2025, as we are expecting to close the acquisition of Orion Health on April 1, 2025.  The acquisition of Orion Health will be transformational for HEALWELL, bringing together healthcare artificial intelligence technology with a global market leader in healthcare data interoperability. Orion Health can truly be described as a unified healthcare SaaS platform, uniting patient healthcare data from across the healthcare ecosystem into a single integrated platform, revealing insights and empowering people to take control of their own healthcare. With over 70 sites worldwide and covering over 150 million patient lives, Orion is a global powerhouse in health data infrastructure and its robust SaaS recurring revenue model and strong profitability is expected to propel HEALWELL to a new level. Orion generates over $100 million in annual topline revenue and will singlehandedly propel the Company to being profitable on an Adjusted EBITDA basis. With the combined scale and capabilities of HEALWELL and Orion Health’s platforms, the Company is well positioned to seize new opportunities with a rapidly growing pipeline of public sector contracts amidst the expanding ‘Buy Canadian’ movement in the Canadian healthcare ecosystem.” 
 
Dr. Dobranowski further adds, “2024 has been a defining year for HEALWELL, marked by unprecedented and transformational growth. We closed the year with approximately $39 million in revenue, achieving 433% growth and improving profitability. A key driver of this success was our newly acquired subsidiaries, including Intrahealth Solutions, VeroSource Solutions, Bio Pharma Services, and Mutuo Health Solutions. These acquisitions not only strengthened our business from a financials perspective, but also strategically expanded our customer base, artificial intelligence and technology offerings, and brought new market opportunities in both the private and public sectors. Over the past year we also made significant strides in the life sciences sector, ending the year with 30 signed MSAs combined for both Pentavere and Khure Health businesses, which includes agreements with 7 of the top 10 pharmaceutical companies in the world. This is just the beginning of our journey in delivering value to the life sciences sector and we are excited to explore more opportunities with them in 2025.”
 
Anthony Lam, Chief Financial Officer of HEALWELL, commented, “Combined with our recently signed credit agreement, HEALWELL has financing arrangements for over $100 million in place to support the completion of the Orion Health acquisition, which is expected to close on April 1st. We would like to thank our new shareholders and financial banking partners as their support reinforces our ability to execute our strategic vision and unlocks new growth opportunities for the Company. With the acquisition of Orion Health, we will be well positioned to leverage new synergies to enhance operational efficiencies, accelerate growth and drive profitability in the business. Looking ahead, our focus remains on sustaining momentum, increasing Adjusted EBITDA, and creating long-term value for our stakeholders.”
 
 

Fiscal 2024 Annual Financial Highlights:

Significant financial highlights for the Company’s continuing operations during the year ended December 31, 2024 included:

  • HEALWELL achieved annual revenue from continuing operations of approximately $39 million during 2024, an increase of 433% compared to revenue of $7.3 million in 2023.
  • HEALWELL achieved Gross Profit(2) of $17.3 million in 2024, compared to $1.2 million in 2023.
  • HEALWELL achieved a Gross Margin(2) percentage of 44% during 2024 compared to 17% in 2023.
  • During fiscal 2024, HEALWELL reported Adjusted EBITDA(1) loss of $16 million, compared to an Adjusted EBITDA loss of $7.9 million in 2023.

 

Fourth Quarter 2024 Financial Highlights

Significant financial highlights for the Company’s continuing operations during the three months ended December 31, 2024 included:

  • Significant financial highlights for the Company’s continuing operations during the three months ended December 31, 2024 included:
  • HEALWELL achieved quarterly revenue from continuing operations of $15.2 million in Q4-2024, an increase of 692% compared to revenue of $1.9 million generated in Q4-2023. The growth in revenue is primarily attributable acquisitions, including Pentavere Research Group (“Pentavere“), Intrahealth Systems Limited (“Intrahealth“), BioPharma Services Inc. (“BioPharma“), VeroSource Solutions Inc. (“VeroSource“) and Mutuo Health Solutions Inc. (“Mutuo”). Mutuo .
  • HEALWELL achieved Gross Profit(2) of $7.0 million during Q4-2024, an increase of 1,179% compared to $0.54 million in Q4-2023. The increase in Gross Profit is primarily attributed to an increase in revenue from the acquisitions made over the past year.
  • HEALWELL achieved a Gross Margin(2) percentage of 46% during Q4-2024, compared to 28% in Q4-2023. The improvement in Gross Margin was also primarily due to the contribution of higher gross margin acquisitions of Intrahealth and VeroSource.
  • During Q4-2024, HEALWELL reported an Adjusted EBITDA(1) loss of $5.4 million, compared to loss of $1.5 million in Q4-2023.
  • As of December 31, 2024, HEALWELL had $9.4 million in cash, compared to $15.2 million as of September 30, 2024.
 
 

Fourth Quarter 2024 Business and Operational Highlights

Significant business and operational highlights for the Company during the three months ended December 31, 2024 included:

  • Investment in Abstractive Health to Advance Generative AI-Powered Clinical Documentation: On October 22, 2024, HEALWELL announced a USD$250,000 strategic investment and commercialization agreement with Abstractive Health (“Abstractive Health”), a healthcare AI company specializing in providing physicians with an automated, accurate and medically relevant AI assistant that delivers patient summaries using proprietary generative AI technology.
  • Acquisition of Mutuo Health Solutions: On November 1, 2024, HEALWELL acquired a 51% controlling interest in Toronto-based Mutuo for a total purchase price of approximately $5.7 million. Mutuo is a Software-as-a-Service (SaaS) platform that utilizes artificial intelligence to automate medical transcription and note generation for healthcare professionals. The company’s flagship product, AutoScribe, transcribes clinician-patient conversations into accurate medical notes in real time, integrated seamlessly with Electronic Medical Records (EMR) systems such as PS Suite, Oscar EMR, Cerner, and Epic.
  • Expansion of Pharmaceutical Partnerships: On November 5, 2024, HEALWELL announced its subsidiaries executed five new Master Services Agreements (MSAs) with pharmaceutical partners, enhancing commercialization opportunities for its AI-powered patient identification solutions.
  • Pentavere Receives Prix Galien USA 2024 Award for Best Digital Health Startup: On November 12, 2024, the Company announced Pentavere received the prestigious Prix Galien USA 2024 Award for Best Digital Health Startup for its contributions in AI and Life Sciences. The Prix Galian Award is among the global health innovation industry’s most renowned honors, recognizing outstanding biomedical, medical and technological achievements that improve the human condition.
  • VeroSource Solutions Drives Expansion in Canadian Healthcare Sector: On November 27, 2024, HEALWELL’s subsidiary, VeroSource Solutions, reported rapid expansion in Canada’s public healthcare sector. More than 600,000 New Brunswick residents can now generate a Patient Summary via the MyHealthNB platform, powered by VeroSource technology.
  • HEALWELL to Acquire Orion Health, Creating a Global Leader in AI-Driven Healthcare: On December 16, 2024, HEAWELL announced that it entered into an agreement to acquire 100% of the shares of Auckland, New Zealand based Orion Health, a subscription license and services revenue business serving marquee public sector clients globally with data interoperability and healthcare navigation products and services.  The aggregate purchase price of the transaction is $175 million NZD plus a performance based earnout of up to a further $25 million NZD.  On closing, HEALWELL will satisfy the purchase price of $144 million CAD with$86 million CAD in cash and $57.4 million CAD in HEALWELL Class A Subordinate Voting Shares. The acquisition of Orion Health will represent a transformative milestone in HEALWELL’s journey to become a global leader in healthcare technology and artificial intelligence. The transaction is expected to close on April 1, 2025 and remains subject to a limited number of conditions precedent.
  • HEALWELL Upsizes Bought Deal Offering to $55 Million: On December 16, 2024 and December 17, 2024, the Company announced that it had entered into (and subsequently amended) a letter agreement to complete a $55.0 million subscription receipt financing, on a bought-deal basis, to support the acquisition of Orion Health (the “Bought-Deal Acquisition Financing”), with Eight Capital and Scotia Capital Inc. acting as joint-bookrunners on behalf of a syndicate of underwriters.
 
 

Events Subsequent to December 31, 2024

Significant business and operational highlights for the Company subsequent to December 31, 2024 included:

  • Shareholder Approval for Orion Health Acquisition: On January 15, 2025, HEALWELL obtained written shareholder approval for its pending acquisition of Orion Health and related financing. This approval represents a key step in finalizing the acquisition and integrating Orion Health into HEALWELL’s growing AI-driven healthcare ecosystem.
  • $25.5M Equity Tranche Completion: On January 21, 2025, HEALWELL announced the closing of the first tranche of its Bought Deal Acquisition Financing, raising aggregate gross proceeds of approximately $25.5 million.
  • $30M Convertible Debt Tranche Closure: On January 28, 2025, HEALWELL announced the closing of the second tranche of its Bought Deal Acquisition Financing, raising aggregate gross proceeds of $27.3 million, after considering the OID (Original Issue Discount) on the underlying debentures.
  • Strategic Cost Optimization Initiative: On February 3, 2025, HEALWELL provided a corporate update highlighting a cost optimization initiative aimed at streamlining operations and maximizing M&A efficiencies. The Company expects to achieve at least $3.0 million in annual cost savings, reinforcing its commitment to operational excellence.
  • Khure Health’s Expansion in AI-Powered Disease Detection: On February 24, 2025, HEALWELL’s Khure Health reported a significant acceleration in user adoption and partnerships in its AI-powered co-pilots for disease detection. In Q4 2024 alone, Khure Health assisted physicians in identifying over 43,000 high-risk patients, further strengthening its impact on preventive care and physician support.
  • $50M Credit Agreement Led by Scotiabank and RBC to Support Orion Acquisition: On February 26, 2025, HEALWELL announced the signing of a $50 million credit agreement, led by Scotiabank and RBC, to support its acquisition of Orion Health. The financing includes a $20 million term loan and a $30 million revolving credit facility, with an additional uncommitted accordion feature of up to $25 million. Combined with recent capital raises, HEALWELL has secured over $100 million in funding for the transaction. The Company has initiated the pre-closing reorganization process with a target closing date of April 1, 2025, marking a significant step in expanding its global healthcare intelligence platform.
 
 

HEALWELL AI Fourth Quarter and Year End 2024 Financial Results Conference Call

HEALWELL will be holding a conference call and simultaneous webcast to discuss its financial results on Wednesday, March 26, 2025 at 1:00 pm ET (10:00 am PT). The call will be hosted by Dr. Alexander Dobranowski, Chief Executive Officer, and Anthony Lam, Chief Financial Officer. Please dial-in 10 minutes prior to the start of the call.

Date: Wednesday March 26, 2025

Time: 1:00 PM ET / 10:00 AM PT

Webcast link: https://www.gowebcasting.com/13983

Toll-Free North America: 1-833-752-3509

International Toll: 1-647-846-7993

When connecting to the conference call via phone, please dial in 10 minutes prior to the start of the call and ask to join the “HEALWELL AI Inc. Conference Call.”

 

HEALWELL AI inc. (formerly known as MCI ONEHEALTH TECHNOLOGIES INC.)

 

Consolidated Statement of 

Financial Position

          

(In thousands of Canadian 

dollars, except per share 

amount) 

          

As at 31 December 2024 and 

2023

          
       

December

31, 

2024

  

December 31, 2023

Assets

          

Current assets

          
 

Cash and cash equivalents

    

9,413

  

                  19,162
 

Accounts receivable

    

5,969

  

                   1,115

  
 

Contract assets

    

326

  

–
 

Prepaid and other assets

    

2,351

  

                    1,203
 

Lease receivables

    

269

  

                       126
       

   18,328

  

                  21,606

 

Assets classified as held 

for sale

    

                          –  

  

                    1,150
     

18,328

  

                  22,756

Non-current assets

          
 

Property and equipment

    

793

  

531
 

Intangible assets

    

28,303

  

                 12,506
 

Right-of-use assets

    

4,122

  

3,202
 

Goodwill

    

67,143

  

12,305
 

Investment in equity 

securities

    

4,114

  

                       410
 

Call option and warrants

    

2,251

  

1,500

  
 

Other assets

    

115

  

237

  
 

Lease receivables

    

366

  

249

  
     

125,535

  

                  53,696

             

Liabilities

         

Current liabilities

          
 

Accounts payable and 

accrued liabilities

    

9,605

  

5,978
 

Acquisition related 

payables

    

6,596

  

443

  
 

Deferred revenue

    

2,453

  

335

  
 

Related party loan-current

    

1,780

  

                       672
 

Contingent consideration

    

1,940

  

                          –  
 

Other liabilities

    

–

  

                         86
 

Lease liability

    

946

  

                    1,010
 

Liabilities associated with assets classified as held for sale

    

–

  

                       897
     

23,320

  

                    9,421

Long-term liabilities

          
 

Lease liability

    

5,237

  

                    4,264
 

Related party loan

    

9,478

  

                  10,508
 

Deferred tax liabilities

    

6,511

  

                    2,024
 

Contingent consideration

    

2,555

  

                       260
 

Non-controlling interest redeemable liability

    

–

  

                    1,282
 

Debentures payable

    

2,970

  

                    2,932
 

Loan payable

    

1,792

  

                    1,541
     

51,863

  

                  32,232

             

Shareholders’ equity

          
 

Share capital

    

140,084

  

                  67,368
 

Convertible debenture options reserve

    

1,733

  

1,964
 

Contributed surplus

    

17,291

  

                  12,567
 

Translation reserve

    

(3)

  

                          –  
 

Deficit

    

(95,218)

  

                (69,249)
 

Equity attributable to HEALWELL AI Inc.

    

63,887

  

                  12,650

 

Non-controlling interest

    

9,785

  

                    8,814
     

73,672

  

                  21,464
     

125,535

  

                  53,696

 

 

HEALWELL AI INC. (formerly known as MCI ONEHEALTH TECHNOLOGIES INC.)

Consolidated Statement of Profit (Loss) and Comprehensive Income (Loss)

(In thousands of Canadian dollars, except per share amounts)

For the years ended 31 December 2024 and 2023

 

 

December 31,

  
                 

2024

  

2023

  

Continuing operations

                        

Revenue

                

38,972

  

7,317

  

Total revenue

  

 

        

 

  

38,972

 

7,317

  

Cost of revenue

                

21,657

  

6,060

  

Gross profit

                

17,315

 

1,257

  
                         

Expenses

                        

General and administrative

                

42,694

  

11,984

  

Research and development

                

5,795

  

                        4,811

  

Sales and marketing

                

2,381

  

1,280

  

Impairment charges

                

5,385

 

10,896

  

Operating expenses

                

56,255

 

28,971

  
                         

Loss before other expense (income) and taxes

 

            

(38,940)

 

(27,714)

  
                         

Financing expenses

                

1,972

  

1,755

  

Changes in fair value of call options

                

950

  

–

  

Changes in fair value of contingent consideration

                

(2,580)

  

223

  

Changes in fair value of investments

                

(277)

  

134

  

Loss on settlement of shares-contingent consideration

                

–

  

677

  

Loss on fixed assets write off

                

228

  

–

  

Debt forgiveness

                

(7,863)

  

–

  

Liability extinguishment

                

(3,088)

  

–

  

Impairment of investment in an associate

                

–

  

2,180

  
                 

(10,658)

  

4,969

  

Loss before taxes from continuing operations

                

(28,282)

 

(32,683)

  

Income taxes recovery

                

(856)

  

(542)

  

Net loss for the period on continuing operations, net of tax

                

(27,426)

 

(32,141)

  

Net (loss) profit on discontinued operations, net of tax

                

(54)

  

596

  

Net loss for the period

                

(27,480)

 

 (31,545) 

  
                         

Other Comprehensive Expense

                        

Foreign currency translation of foreign operations

              

(3)

  

–

  

Net comprehensive loss for the period

                

(27,483)

 

(31,545)  

  
                         

Net (loss)/profit attributed to 

                        

Non-controlling interests

                

(1,187)

  

52

  

Shareholders of HEALWELL AI Inc.

                

(26,293)

  

(31,597)

  
                 

(27,480)

  

(31,545)

  

Net comprehensive (loss) earnings attributable to 

                

 

  

 

  

Non-controlling interests

                

(1,187)

  

52

  

Shareholders of HEALWELL AI Inc.

                

(26,296)

  

(31,597)

  
                 

(27,483)

 

(31,545)

  

Loss per share attributable to HEALWELL AI Inc.

 

                    

Basic and diluted – Continuing operations

              

(0.19)

  

(0.56)

  

Basic and diluted – Discontinued operations

                

(0.00)

  

0.01

  

Basic and diluted -Continuing & discontinued operations

                

(0.19)

  

(0.55)

 

 

 

 

HEALWELL AI INC. (formerly known as MCI ONEHEALTH TECHNOLOGIES INC.)

Consolidated Statement of Changes in Equity

(In thousands of Canadian dollars, except shares)
 

 

Class A Subordinate Voting shares=

Class B multiple voting shares
 

Note

Shares

Share Capital

Convertible Debenture Option Reserve

Contributed Surplus

Translation Reserve

Deficit

Total

Non-Controlling interest

Total Equity

  

Balance-January 1, 2023

  

50,075,202

39,787

                     –  

              9,640

                   –  

(37,652)

11,775

                    1,719

       13,494

36,000,000

Net loss and comprehensive loss

  

–

–

–                      

                     –

                   –

(31,597)

(31,597)

52

(31,545)

  

Disposal of subsidiary

  

–

–

–

–

–

–

–

(146)

(146)

  

Share based Payments

  

–

–

 –  

3,261

                   –  

                  –  

3,261

                          –  

3,261

  

Share issued in exchange for achieving milestone

3,035,657

2,277

                     –  

                     –  

                   –  

                  –  

2,277

                          –  

         2,277

  

Share issued in exchange for achieving earn out target

  

758,914

400

                     –  

(400)

                   –  

                  –  

–

                          –  

               –  

  

Share issuance

  

27,708,400

19,500

–

–

–

–

       19,500

–

19,500

  

Share issuance expenses                                                 

  

–

(2,841)

–

787

–

–

(2,054)

–

(2,054)

  

Shares issued for acquisition                                           

  

5,705,664

5,592

–

–

–

–

5,592

7,189

12,781

  

Convertible debenture option reserve      

  

–

–

1,964

–

–

–

1,964

–

1,964

  

Share warrants                                               

  

–

1,932

–

–

–

–

1,932

–

1,932

  

Share issuance for settlement of RSUs and DSUs

  

702,953

721

–

(721)

–

–

–

–

–

  

Cancelled during the year                                                

                    

(5,200,000)

Balance- December 31, 2023

  

87,986,790

67,368

1,964

12,567

                   –  

(69,249)

12,650

                    8,814

       21,464

30,800,000

Balance-January 1, 2024

  

87,986,790

67,368

1,964

12,567

                   –  

(69,249)

12,650

                    8,814

       21,464

30,800,000

Net loss and comprehensive loss

  

–

–

–

–

(3)

(26,293)

(26,296)

(1,187)

(27,483)

  

NCI adjustments for Polyclinic

  

–

–

–

629

–

324

953

(324)

629

  

Buyback of Polyclinic NCI Shares

  

–

–

–

1,305

–

–

1,305

(1,468)

(163)

  

Acquisition of Mutuo

  

–

–

–

–

–

–

–

3,950

3,950

  

Share based Payments

  

–

–

–

5,084

–

–

5,084

–

5,084

  

Shares issuance against release of services

  

850,000

2,057

–

–

–

–

2,057

–

2,057

  

Share issuance

  

14,815,000

18,751

–

–

–

–

18,751

–

18,751

  

Share issued for acquisition

  

31,949,547

38,146

–

–

–

–

38,146

–

38,146

  

Share issuance for settlement of RSUs, PSUs and DSUs and Options

  

833,276

2,484

–

(2,217)

–

–

267

–

267

  

Share issued against conversion of debentures

  

5,641,838

947

(231)

–

–

–

716

–

716

  

Share warrants

  

–

–

–

378

–

–

378

–

378

  

Exercise of warrants

  

26,752,588

10,331

–

(455)

–

–

9,876

–

9,876

  

Balance- December 31, 2024

  

168,829,039

140,084

1,733

17,291

(3)

(95,218)

63,887

9,785

73,672

30,800,000
                       

See accompanying notes to the consolidated financial statements.

 healwell ai inc. (formerly known as MCI ONEHEALTH TECHNOLOGIES INC.)

Consolidated Statement of Cash Flows

(In thousands of Canadian dollars, except per share amounts)

For the years ended 31 December 2024

           

 December 31,
           

2024

  

2023

  

Operating activities:

                

Net loss and comprehensive loss for the period

    

(27,480)

  

($ 31,545)

  

Items not affecting cash:

              

Depreciation and amortization

      

7,297

  

3,341

  

Deferred tax recovery

      

(1,213)

  

(561)

  

Non-cash interest accreted income

    

(43)

  

(15)

  

Non-cash interest accreted expense

    

186

  

149

  

Share based compensation

      

7,141

  

3,261

  

Expected credit losses

      

12

  

11

  

Fair value changes in contingent consideration

    

(2,580)

  

223

  

Loss on settlement of shares-contingent consideration

  

–

  

677

  

Impairment on intangible

      

–

  

10,896

  

Impairment

      

5,363

  

–

Changes in fair value of investments

    

277

  

134

  

Changes in fair value of call options

    

950

  

–

  

Interest on related party loan

      

950

  

1,127

  

Interest on convertible debentures

        

540

  

–

  

Assets written off

        

258

  

–

  

Interest on bank loan

      

39

  

–

  

Debt forgiveness

        

(7,863)

  

(370)

  

Liability extinguishment

      

(3,088)

  

–

  

Impairment on investments in associates

      

–

  

2,180

  

Non-cash operating items:

    

(19,808)

  

(10,492)

  

Net Change in non-cash operating items:

    

(2,832)

  

1,066

  

Net cash flows used in operating activities from continuing operations

  

(22,640)

  

(9,426)

  

Net cash flows generated in operating activities from discontinued operations

21

  

(1,372)

  

Net cash flows used in operating activities

    

(22,619)

  

(10,798)

  

Investing activities

                

Acquisition of subsidiaries, net of cash acquired

    

(10,634)

  

(1,143)

  

Proceeds from sale of Ontario clinics and subsidiary

      

–

  

2,035

  

Investment in equity securities

      

(3,427)

  

(410)

  

Net cash inflow on disposal of subsidiary

      

–

  

1,000

  

Dividend received                                                                                                                  

  

–

  

100

  

Purchase of intangible assets

      

(1,221)

  

–

  

Purchase of property and equipment

    

(91)

  

(66)

  

Net cash flows (used in) generated from investing activities from continuing operations

(15,373)

  

1,516

  

Net cash flows used in investing activities from discontinued operations

  

–

  

(62)

  

Net cash flows (used in) generated from investing activities

  

(15,373)

  

1,454

  

Financing activities

                

Advances from related parties-net

    

537

  

3,270

  

Proceeds from the issuance of shares

    

19,119

  

–

  

Buyback of Polyclinic NCI Shares

      

(625)

  

–

  

Proceeds from issuance of shares and warrants             

      

9,876

  

17,447

  

Proceeds from issuance of debenture and warrants, net of expenses

    

–

  

9,810

  

Proceeds from issuance of shares against settlement of RSUs        

    

267

  

–

Repayment of bank loan

    

–

  

(1,685)

  

Lease payments

    

(1,168)

  

(576)

  

Lease payments received            

        

237

  

168

  

Net cash flows from financing activities from continuing operations

  

28,243

  

28,434

  

Net cash flows used in financing activities from discontinued operations

  

–

  

(1,339)

  

Net cash flows from financing activities

    

28,243

  

27,095

  

Net (decrease) increase in cash and cash equivalents

    

(9,749)

  

17,751

  

Cash and cash equivalent at beginning of the period

    

19,162

  

1,411

  

Cash and cash equivalent at ending of the period

    

9,413

  

19,162

Selected Financial Information
(in thousands of dollars, except percentages and per share amounts)

 

Three months ended

Period over

Year ended

Period over

 

December 31

period Change

December 31

period Change

 

2024

2023(2)

$

%

2024

2023(2)

$

%

 

($ in thousands except percentages)

Continuing operations

                

Revenues

  15,211

 1,921

13,290

692

 38,972

7,317

31,655

433

Cost of revenue

8,253

1,377

6,876

499

21,657

6,060

15,597

257

Gross profit

6,958

544

6,414

1,179

17,315

1,257

16,058

1,277
                 
                 

Research and development

General and administrative

2,849

282

2,567

910

5,795

4,811

4,516

353

Sales and marketing

General and administrative

721

207

514

248

2,381

1,280

2,430

(51)

General and administrative

13,852

3,941

9,911

251

42,693

11,984

30,709

256

Impairment charges

 4,535

 3,143

 1,392

 44

 5,385

 10,896

 (5,511)

 (51)
 

21,957

7,573

14,384

190

56,254

28,971

27,283

94
                 

Finance expenses

429                    448

615

(167)

(27)

1,972

1,755

217

12

Changes in fair value of call options

50

–

50

–

950

–

950

–

Changes in fair value of contingent consideration

(2,730)

(1,537)

(1,193)

78

(2,580)

223

(2,803)

(1,257)

Changes in fair value of investments

(277)

–

(277)

–

(277)

134

(411)

(307)

Loss on settlement of shares-contingent consideration

–

–

–

–

–

677

(677)

(100)

Loss on fixed assets write off

–

–

–

–

228

–

228

–

Debt forgiveness

–

–

–

–

(7,863)

–

(7,863)

–

Liability extinguishment

–

–

–

–

(3,088)

–

(3,088)

–

Impairment of investment in an associate

–

–

–

–

–

2,180

(2,180)

(100)

 

(2,528)

(922)

(1,587)

172

(10,658)

4,969

(15,627)

(314)

 

                

Loss before taxes

(12,471)

(6,107)

(6,383)

105

(28,282)

(32,683)

4,402

(13)

Income tax recovery

142

652

(510)

(78)

(856)

(542)

(314)

58

 

 

 

 

 

 

 

 

 

Net loss-continuing operation

(12,613)

(6,759)

(5,873)

87

(27,426)

(32,141)

4,715

(15)
                 

Net (income)/loss on discontinued operations, net of tax

–

–

–

–

(54)

596

(650)

(109)

 

 

 

 

 

 

 

 

 

Net loss

(12,613)

(6,759)

(5,044)

87

(27,480)

(31,545)

4,065

(13)

 

                

Continuing operation

                

Adjusted EBITDA (1)

 (5,573)

 (1,464)

(4,109)

 281

 (15,916)

 (7,954)

 (7,962)

 100

Adjusted EBITDA margin (1)

 (36.6)

 (76.2)

 39.6

 (51.9)

 (40.8)

 (108.7)

 67.9

 (62.4)
                 

Discontinued operation

                

Adjusted EBITDA (1)

 –  

 112

 (112)

 (100)

 (21)

 (297)

 276

 (93)

Adjusted EBITDA margin (1)

 –  

 22.6

 (22.6)

 (100)

 (4.4)

 (1.2)

 (3.2)

267
                 

Net (loss) attributable to Company shareholders

                

– Continuing operation

 (12,062)

 (6,759)

(5,303)

 78

 (26,239)

 (32,193)

 5,954

 (18)

– Discontinued operation

 –  

 –  

 –  

 –  

 (54)

 596

 (650)

 (109)
 

 (12,062)

 (6,759)

(5,303) (5,609)

 78

 (26,293)

 (31,597)

 5,304

 (17)

Weighted average number of

                

Of Share outstanding:  Basic and diluted

53,728

68,312

    

135,561

57,032

    
                 

Net income (loss) per share -Basic and diluted

                

– Continuing operation

(0.22)

(0.10)

    

 (0.19)

(0.56)

    

– Discontinued operation

–

–

    

(0.0004)

0.01

    
 

(0.22)

(0.10)

    

(0.19)

(0.55)

    

(1) Adjusted EBITDA and Adjusted EBITDA Margin are non-IFRS measures. Please see “Non-IFRS Measures” above for an explanation of the composition of these measures and their usefulness, and “Reconciliation of Non-IFRS Measures” below for a reconciliation of these measures to the IFRS measures found in the Financial Statements.
(2) Certain Financial Statement Line Items on the 2023 Profit and Loss Statement have been re-classified to conform to the methodology used to prepare the 2024 Profit and Loss statement.

Selected Statement of Financial Position Data

 

Year ended December 31

 

2024

2023

 

$ in thousands
     

Cash

             9,413

19,162

Accounts receivable

5,969

1,115

Call Options and warrants

2,251

1,500

Net investment in subleases

635

375

Investment in equity securities

4,114

410

Assets classified as held for sales

–

1,150

Liabilities associated with assets classified as held for sale

–

(897)

Accounts payable and accrued liabilities

(9,605)

(5,978)

Acquisition related payable

(6,596)

(443)

Loan payable

(1,792)

(1,541)

Related party loan

(11,258)

(11,181)

Lease liabilities

(6,183)

(5,274)

Other liabilities

–

(86)

Debenture payables

(2,970)

(2,932)

Non-controlling interest redeemable liability

–

(1,282)

Liability for contingent consideration

(4,495)

(260)

Non-IFRS Financial Measures

The terms Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit and Adjusted Gross Margin used in this document do not have any standardized meaning under IFRS, may not be comparable to similar financial measures disclosed by other companies and should not be considered a substitute for, or superior to, IFRS financial measures. Readers are advised to review the section entitled “Non-IFRS Financial Measures” in the Company’s management discussion and analysis for the quarter and year ended December 31, 2024, available on the Company’s SEDAR+ page at www.sedarplus.com, for a detailed explanation of the composition of these measures and their uses.

The following table reconciles Adjusted EBITDA and Adjusted EBITDA Margin to net income (loss) for the three-months and fiscal year ended December 31, 2024 and December 31, 2023:

 

Three months ended

Year ended

 

December 31

December 31

 

2024

2023

2024

2023

 

$ in thousands

Total Revenue

 

 

 

 

– Continuing operation

15,211

1,921

 38,972

7,317

– Discontinued operation

–

495

477

24,978

 

15,211

2,416

39,449

32,295

Net (loss) income

 

 

 

 

– Continuing operation

 (12,613)

 (6,759)

 (27,426)

 (32,141)

– Discontinued operation

 –  

 448

 (54)

 596

 

 (12,613)

 (6,311)

 (27,480)

 (31,545)

Add back (deduct)

 

 

 

 

Continuing operation

 

 

 

 

Depreciation and amortization

1,202

1,150

7,297

3,341

Net finance charges

429

615

1,972

1,755

Restructuring cost

75

–

727

–

Gain /(Loss) on settlement of shares-contingent consideration

–

–

–

677

Impairment of investment in associate

–

–

–

2,180

Changes in fair value of call options

50

–

950

–

Changes in fair value of contingent consideration

 (2,730)

 (1,537)

 (2,580)

 223

Changes in fair value of investments

(277)

–

(277)

134

Share-based payment expense

2,721

743

7,141

3,261

Acquisition related expenses

893

529

2,462

2,272

Expected credit losses (recovery)

–

–

12

(11)

Income taxes recovery (expense)

 142

 652

 (856)

 (542)

Liability extinguishment

–

–

(3,088)

–

Debt forgiveness

–

–

(7,863)

–

Impairment charges

4,535

3,143

5,385

10,896

Loss / (Gain) on disposal of assets

–

–

228

–

Discontinued operation

 

 

 

 

Depreciation and amortization

–

117

2

1,312

Net finance charges

–

15

21

309

Impairment charges (reversal)

–

75

–

221

Loss (gain) on disposal of subsidiary

–

(543)

–

(2,560)

Expected credit recovery

–

–

–

(175)

 

 

 

 

 

Adjusted EBITDA

 

 

 

 

– Continuing operation

(5,573)

(1,464)

(15,916)

(7,955)

– Discontinued operation

–

112

(31)

(297)

Adjusted EBITDA Margin

 

 

 

 

– Continuing operation

(36.64)

(76.20)

(40.84)

(108.71)

– Discontinued operation

–

22.63

(6.50)

(1.19)

($ in thousands except percentages)

 

Three months ended December 31

 

2024

2023

Period over Change

 

Continuing operation

Discontinued operation

Total

Continuing operation

Discontinued operation

Total

$

%
                 

AI and Data sciences

                                1,932

                                        –  

                              1,932

53

                                               –  

                                       53

                         1,879

                   3,545

Healthcare Software

                                4,863

                                        –  

                              4,863

                                     –  

                                               –  

                                        –  

                         4,863

                      100

Clinical Research and Patient services

                                8,416

                                        –  

                              8,416

                              1,868

                                           496

                                 2,364

                         6,052

                      256

 

Total Revenue

                              15,211

                                        –  

                           15,211

                              1,921

                                           496

                                 2,417

                       12,794

($ in thousands except percentages)

 

Twelve months ended December 31

 

2024

2023

Period over Change

 

Continuing operation

Discontinued operation

Total

Continuing operation

Discontinued operation

Total

$

%
                 

AI and Data sciences

                                4,610

                                        –  

                              4,610

                                 670

                                               –  

                                    670

                         3,940

                      588

Healthcare Software

                              15,102

                                        –  

                           15,102

                                     –  

                                               –  

                                        –  

                       15,102

                      100

Clinical Research and Patient services

                              19,260

                                    477

                           19,737

                              6,647

                                     24,978

                              31,626

                     (11,889)

                      (38)

 

Total Revenue

                              38,972

                                    477

                           39,449

                        7,317

                                     24,978

                              32,296

                         7,153

Dr. Alexander Dobranowski
Chief Executive Officer
HEALWELL AI Inc.

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 potential for HEALWELL and its partners to continually leverage advancements in expert AI technologies to develop new products and services or enhance existing ones to serve its existing (and future) customer base, 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 “possibility”, “opportunity”, “pending”, “proposition”, “continue to”, “improve” 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 maintain and leverage is relationships with its commercial partners; the continued adoption of the software, tools and solutions created by HEALWELL; 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 April 1, 2024, 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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