HEALWELL to Acquire Control of AI Leader ‘Pentavere’ to Help Solve Some of Healthcare’s Toughest Data Challenges

HEALWELL enters into agreement to acquire a majority stake of Pentavere, a healthcare artificial intelligence (AI) company whose DARWEN™ AI technology has been validated by some of the largest pharmaceutical companies in the world and whose research and validation has been published by some of the most prestigious publications globally

HEALWELL AI Inc., a data science and AI company focused on preventative care, is pleased to announce it has entered into an agreement to acquire a majority ownership position in Pentavere Research Group Inc., an innovative AI health-tech company based in Toronto, Ontario, that focuses on identifying eligible patients for approved medications and interventions. Pentavere has a proven track record in commercialization of real-world evidence studies and has developed strong partnerships with major hospital networks. Pentavere’s expertise in data abstraction and structuring, combined with their extensive network and experience in hospital specialist care, perfectly aligns with HEALWELL’s commitment to improving preventative care.

HEALWELL’s proposed majority acquisition of Pentavere will further solidify its standing as a world-class AI technology provider. This proposed acquisition will add top-line revenue, new products, partnerships with major hospital networks in Canada and the United States, access to five new key pharma customers and also an expert AI engineering team. The combined capabilities of HEALWELL and Pentavere in combination with the Company’s partnership with WELL Health Technologies Corp. allows HEALWELL to accelerate its strategic roadmap and tackle high value problems in the healthcare industry.

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Dr. Alexander Dobranowski, CEO of HEALWELL commented, “We are thrilled at the prospect of welcoming Pentavere, a real AI powerhouse, to the HEALWELL family. This proposed acquisition will represent a major leap forward in our mission to revolutionize healthcare through the use of AI and data science. Pentavere is most certainly one of the leading technology assets in Healthcare AI in Canada. Its advanced DARWEN™ platform leverages artificial intelligence and large language models to process complex, unstructured clinical data into easily searchable and referenceable structured data, addressing a critical need in modern healthcare technology. Pentavere has established vital partnerships and secured data-access agreements with major hospital networks in Canada and the United States, solidifying its position as a leader in the industry.”

Mr. Aaron Leibtag, Co-Founder and CEO of Pentavere, stated, “Pentavere has always been driven by a dedication to improving patient outcomes through technology. Joining forces with HEALWELL will allow us to amplify our impact and reach even greater heights in the field of healthcare technology. We are excited to combine our strengths and bring forth innovative solutions that will shape the future of healthcare and drive better outcomes for patients.”

With a strong pedigree and commercial track record of delivering complex AI-driven real-world evidence (RWE) studies – Pentavere has a validated history of delivering impactful AI-solutions to the healthcare industry. Pentavere’s extensive experience working with some of the world’s largest pharmaceutical companies underscores its reputation in the commercial sector. Pentavere’s impressive research contributions are equally noteworthy. Over the past several years, Pentavere has published an impressive array of literature in high-impact, peer-reviewed medical journals. This body of work, totalling more than 19 manuscripts, serves as a testament to Pentavere’s capabilities and adds significant credibility to their technology, particularly in the eyes of healthcare experts, key opinion leaders and clinical researchers.

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This proposed acquisition will mark a pivotal moment for HEALWELL, as it aligns perfectly with the Company’s technological and commercial competencies. The addition of Pentavere’s data abstraction and structuring capabilities, combined with access to hospitals and expertise in hospital based medical specialities, will significantly broaden HEALWELL’s therapeutic and disease indication spectrum. Moreover, the expanded portfolio is expected to broaden HEALWELL’s capabilities to unlock the value of its partnership with WELL with whom it has recently executed an agreement to deliver clinical decision support capabilities to WELL’s healthcare providers.

No industry in the world produces more data than Healthcare. By the year 2025, the compound annual growth rate of data for healthcare will reach 36%⁽¹⁾. Much of this data is generated in unstructured form and will require technologies such as Pentavere’s to structure such that it can be used to solve the most challenging problems in the healthcare industry.

HEALWELL AI is acquiring a majority ownership of Pentavere on a non-diluted basis in a combined primary and secondary transaction with an option to buy the remaining stake over the next 3 years. The purchase values 100% of Pentavere at an enterprise value of $15 million which includes approximately $2 million in debt. HEALWELL is buying an initial stake from existing shareholders with a combination of cash ($1.75 million) and AIDX stock ($4.16 million) using the 5-day VWAP of the Subordinate Voting Shares prior to announcement of the transaction. A further $1.2 million will be invested by HEALWELL on closing to purchase newly issued treasury shares that increase HEALWELL’s ownership to a majority position on a non-diluted basis, and provide Pentavere with fresh operating capital. On closing, HEALWELL has the right to appoint nominees for a majority of Pentavere’s board seats.

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