- WELL Health to make a $5.94M investment in Insig Corporation, a Canadian leader in telehealth services. The investment includes a direct acquisition of approximately $3.94M in Insig shares and a secured convertible promissory note in the amount of $2M. With this investment, and assuming the note is converted, WELL becomes the largest shareholder of Insig Corp.
- WELL Health has also entered into a strategic alliance agreement with Insig which allows WELL to commercialize the Insig platform on a private label basis under the brand "VirtualClinic+".
- This investment and partnership with Insig positions WELL as a leading provider of telehealth services in Canada. WELL and Insig are working together to ramp up the availability of telehealth services to all Canadians to meet the increasing demand for healthcare services as a result of COVID-19.
- WELL's CEO Hamed Shahbazi will join Insig's board of directors and will help support Insig's efforts to grow and meet the rapidly expanding need for telehealth services amongst Canadian doctors and patients.
VANCOUVER, March 26, 2020 /CNW/ - WELL Health Technologies Corp. (TSX: WELL) ("WELL" or the "Company") announces a strategic investment in Insig Corporation ("Insig"), a market leader in the telehealth space in Canada. The Company's investment consists of the proposed acquisition of Class A common shares of Insig ("Insig Shares") through a share exchange for WELL common shares representing a deemed consideration of approximately $3.94M and the Company's completed investment in Insig through a $2 million secured, convertible promissory note (the "Convertible Note"). In addition, WELL has entered into a strategic alliance agreement (the "Alliance Agreement") with Insig to launch a WELL-branded telehealth platform for WELL patients and health care providers called VirtualClinic+. In addition, WELL's CEO Hamed Shahbazi will join Insig's board of directors.
"We are thrilled to invest in and get behind what we believe is one of the most exciting telehealth platforms on the continent," said Hamed Shahbazi, Chairman and & CEO of WELL. "Together with VirtualClinic+, WELL and Insig are already changing the Canadian telehealth ecosystem. We are rapidly onboarding healthcare providers and supporting them in taking their practices virtual."
WELL, Insig and certain shareholders of Insig have entered into a share exchange agreement (the "Share Exchange Agreement") whereby the Company will acquire a substantial minority equity position in exchange for consideration of 2,625,204 common shares in the capital of WELL at a deemed price of $1.50 per share, representing aggregate deemed consideration of approximately $3.94 million. The completion of the Share Exchange Agreement will occur promptly following the receipt of conditional approval from the TSX.
WELL has also provided a $2 million loan to Insig in exchange for the Convertible Note. The Convertible Note will automatically convert into additional Insig Shares in the event of a qualified equity financing or a liquidation event of Insig or may be converted into Insig Shares at any time on or prior to maturity at WELL's discretion. Some or all of the Convertible Note may be repaid by Insig at any time with WELL's consent. The Convertible Note is secured by all of the assets of Insig. In connection with the agreements, WELL has also received share purchase warrants to purchase additional Insig Shares.
In aggregate, this relationship grants WELL a license to commercialize telehealth software developed by Insig, while also facilitating the acquisition of a significant minority equity position in Insig.
"Healthcare is something that affects us all. It is especially important in these difficult times to use intelligent solutions in healthcare to drive effectiveness and safety. We believe that with our technology and WELL's rapidly growing reach, we can have a critical impact in the industry. We are excited to begin our partnership with WELL and become leaders in healthcare!" said Matthew Mazzuca, CEO of Insig.
"We're elated to be partnering with WELL to accelerate our joint mission to provide high quality, accessible care for all Canadians. With the scale of the WELL network and the power of our telemedicine platform, we're already delivering massive value in Canadian healthcare," said David Del Balso, President of Insig.
VirtualClinic+ is a digital health communications platform that connects patients to physicians through video, phone and secure messaging. With VirtualClinic+, physicians have the unprecedented opportunity to provide their own patients with access to convenient telehealth consultations, in addition to responding to the demand for episodic care. Since launching VirtualClinic+, WELL has had tremendous interest in the platform mainly due to the fact that it is fully integrated with the OSCAR1 EMR2 platform and as a result of the COVID-19 pandemic. WELL has already deployed its VirtualClinic+ telehealth program to all of its 20 corporate owned clinics in BC and onboarded the substantial majority of doctors that work in these WELL clinics. Furthermore, WELL has already, in a matter of days, onboarded hundreds more healthcare providers from both BC and Ontario from its OSCAR EMR network of approximately 1,500 clinics supporting over 8,000 healthcare practitioners across Canada.
- OSCAR, an acronym for "Open Source Clinical Application Resource", is an open-source EMR system developed by McMaster University's Department of Family Medicine
- EMR, an acronym for "Electronic Medical Records"
WELL HEALTH TECHNOLOGIES CORP.
Per: "Hamed Shahbazi"
Chief Executive Officer, Chairman and Director
About WELL Health Technologies Corp.
WELL is a unique company that operates Primary Healthcare Facilities, is the third largest digital Electronic Medical Records (EMR) supplier in Canada and is a provider of telehealth services. WELL owns and operates 20 medical clinics, provides digital EMR software and services to 1,446 medical clinics across Canada and is a majority owner of SleepWorks Medical. WELL's overarching objective is to empower doctors to provide the best and most advanced care possible while leveraging the latest trends in digital health. WELL is an acquisitive company that has completed nine acquisitions and one equity investment. WELL is publicly traded on the Toronto Stock Exchange under the symbol "WELL.T". WELL was recognized as a TSX Venture 50 Company three years in a row in 2018, 2019 and 2020.
About Insig Corporation
Insig is a private Canadian company engaged in developing telemedicine platforms, and clinical automation software. Insig has grown to serve hundreds of physicians and medical practitioners across the country, with over 100,000 patients having used the platform. Insig's goal is to remove the administrative burden in medical practice so doctors can focus on what they do best, practice medicine.
Notice Regarding Forward Looking Statements:
Certain statements in this news release related to the Company are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as "may", "should", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Forward-looking statements in this news release include statements regarding the ability of the Company and Insig to work together to to ramp up the availability of telehealth services to all Canadians to meet the increasing demand for healthcare services as a result of COVID-19; the intention for WELL's CEO to join the board of directors of Insig; the closing of the Share Exchange Agreement; the receipt of the conditional approval of the TSX for the Share Exchange Agreement; the benefits to the Company to be realized from the strategic relationship with Insig; and the potential for acquisitions of additional equity of Insig through the conversion of the Convertible Note or exercise of warrants. There are numerous risks and uncertainties that could cause actual results and WELL's plans and objectives to differ materially from those expressed in the forward-looking information, including: (i) adverse market conditions; and (ii) risks inherent in the primary healthcare sector in general and other factors beyond the control of the Company. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, the Company does not intend to update these forward-looking statements.
Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE WELL Health Technologies Corp.
For further information: Pardeep S. Sangha, VP Corporate Strategy and Investor Relations, WELL Health Technology Corp., [email protected], www.WELL.company, 604-628-7266; David Del Balso, President, Insig Corporation, [email protected], www.insighealth.com