HEALWELL AI Provides Additional Information Regarding November 3, 2025, Release Where it Announced Strategic Divestments

Toronto, Ontario–(Newsfile Corp. – December 31, 2025) – HEALWELL AI Inc. (TSX: AIDX) (OTCQX: HWAIF) (“HEALWELL” or the “Company“), a healthcare artificial intelligence company focused on preventative care, is issuing this press release at the request of the Ontario Securities Commission, pursuant to an ongoing disclosure review, to provide additional information on certain statements included in its press release dated November 3, 2025 (the “November 3^rd Release“) where it announced a number of strategic divestments. This information is intended to provide additional context regarding forward-looking information and certain qualitative descriptive statements included in that disclosure.

This press release references “Adjusted EBITDA”, which is a non-IFRS financial measure and should be considered together with, and not as a substitute for, the most directly comparable IFRS financial measure (Net Income). For additional information regarding the definition, reconciliation and discussion of the usefulness and limitations of Adjusted EBITDA, readers should refer to the Company’s most recent management’s discussion and analysis available on SEDAR+ at www.sedarplus.com.

Clarification of Forward-Looking Information Related to Revenue Run-Rate and Adjusted EBITDA

The November 3^rd Release related to the completion of three strategic transactions in which the Company sold two of its non-core businesses and contributed two more non-core businesses to a newly formed clinical research joint venture. In the November 3^rd Release, the Company stated that: “Together these transactions allow HEALWELL to become a pure-play digital SaaS, services and AI business, primarily focused on health systems and large enterprises globally with a revenue run-rate of approximately $120 million annually and is profitable on an Adjusted EBITDA basis” (the “FLI Statement“). The Company notes that the FLI Statement constitutes forward-looking information within the meaning of applicable Canadian securities laws and, as such, was based on 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, were and are outside of HEALWELL’s control.

The FLI Statement was principally based on the actual historical financial performance of the Company. Specifically:

• Quarterly revenue from continuing operations of $30.4 million in Q3-2025, which annualizes to an approximate revenue run-rate of $120 million and represented an increase of 354% compared to revenue of $6.7 million in Q3-2024.
• Positive Adjusted EBITDA of $0.7 million in Q3-2025 (net loss from continuing operations of $16 million), compared to an Adjusted EBITDA loss of $2.8 million in Q3-2024 (net loss from continuing operations of $8.7 million).
• Q3-2025 marked the Company’s second consecutive quarter of positive Adjusted EBITDA, a trend which began following its acquisition of Orion Health on April 1, 2025, which has had a significant impact on the financial performance of the Company.

The FLI Statement is based on a number of assumptions, including without limitation, assumptions concerning: (i) HEALWELL’s ability to maintain and leverage its relationships with its commercial partners, including by closing out existing contracts on their stated terms, securing anticipated numbers of contract renewals on commercial terms, sourcing new customers and limiting customer attrition; (ii) the continued adoption of the software, tools and solutions created by HEALWELL and its subsidiaries, including through securing new customers, accessing new markets and successful integration into other companies’ products and services; (iii) the stability of general economic and market conditions; (iv) sufficiency of working capital and access to financing to support HEALWELL’s existing operations and strategic plan; (v) HEALWELL’s ability to comply with applicable laws and regulations, particularly as it expands into new markets and as existing governments begin to implement new AI-oriented laws and regulations; (vi) HEALWELL’s continued compliance with third party intellectual property rights; (vii) the effects of competition in the industry and their effect on market access and pricing; and (viii) the requirement for increasingly innovative product solutions and service offerings and HEALWELL’s ability to continue to develop and commercialize them. 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.

The FLI Statement is also subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those expressed or implied. Risks that could materially affect the Company’s ability to achieve the performance described in the FLI Statement include, without limitation, risks relating to: (i) changes in customer demand or purchasing cycles within the healthcare software market; (ii) the Company’s ability to attract, retain and expand relationships with key customers; (iii) the timing, success and adoption of product deployments and software integrations; (iv) competition and pricing pressures; (v) risks associated with planned acquisitions and the integration of acquired businesses; (vi) the ability to recruit and retain key personnel; (vii) fluctuations in operating costs or the incurrence of significant one-time expenses; and (viii) other 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. These risk factors are not intended to represent a complete list of the factors that could affect the matters described in the FLI Statement 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.

Clarification of Statements Regarding AI Capabilities and Market Positioning

The November 3^rd Release also included statements describing the Company’s “industry leading and third party validated AI solutions” and that “HEALWELL is building category-leading AI solutions for public health and life sciences solutions“. These statements were intended to reference the external recognition, scientific validation, and real-world adoption of the Company’s AI solutions, and were not intended to be statements of financial performance.

HEALWELL and its subsidiaries have been consistently recognized for their impact on healthcare accessibility, preventative care, and real-world clinical outcomes. In particular, Pentavere Research Group Inc. (“Pentavere“), a subsidiary of HEALWELL, has received significant industry recognition for its DARWEN™ AI platform, which specializes in extracting real-world evidence (“RWE“) from unstructured clinical data using advanced AI and large language models (“LLMs“).

Most notably:

• Prix Galien USA 2024 (Winner) – Best Digital Health Startup. This prestigious and internationally renowned award recognized Pentavere’s contribution to advancing personalized healthcare through AI. This win followed three consecutive years of nominations (2022-2024).

The Company’s AI solutions are currently deployed or under evaluation by public health organizations, healthcare systems, and enterprise customers, providing real-world operational validation across multiple use cases. The Company’s AI technologies have also been validated through peer-reviewed clinical, academic, and industry studies, including:

• JAMA Otolaryngology – Head & Neck Surgery (2024): A study conducted with Sunnybrook Health Sciences Centre demonstrating HEALWELL’s AI platform DARWEN™’s ability to automate cancer staging with improved accuracy and speed versus manual review.
• Journal of Clinical Oncology (JCO): Research validating HEALWELL’s automated data extraction as a replacement for manual chart review in hospital settings.
• Current Oncology (2024): A landmark study validating HEALWELL’s use of Generative AI and LLMs to identify rare lung cancer patients (advanced EGFR-mutated NSCLC) from electronic health records.
• Journal of the Canadian Association of Gastroenterology (2024): Research examining the relationship between drug concentrations (Vedolizumab) and clinical outcomes, using HEALWELL’s AI technologies.
• Allergy, Asthma & Clinical Immunology (2024): A study involving one of the largest global cohorts of patients with Hereditary Angioedema (HAE), including HEALWELL’s AI technologies.

This clarifying press release should be read in conjunction with the Company’s prior disclosures and does not amend or restate the Company’s previously issued financial statements.

James Lee
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/.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/279311