- WELL achieved record quarterly revenues of $204.5 million and record Adjusted
EBITDA(1) of $28.2
million in Q3-2023. This was WELL's 19th
consecutive quarter of record revenue performance.
- WELL surpassed a total of 1.03 million patient
visits(2) in Q3-2023, and the Company
achieved almost 1.58 million total care interactions(2)
representing approximately 6.32 million care interactions on an
annualized run-rate basis.
- WELL's Canadian business continues to experience significant
organic growth and profitability generating Adjusted EBITDA of
$12.3 million in Q3 2023 a YoY
increase of 24%.
- WELL is upgrading its guidance with the expectation that 2023
revenue will be between $755 million
to $765 million reflecting improved
organic growth expectations for the balance of the year.
- WELL expects to exceed $900
million in annual revenue in 2024 through organic growth.
WELL also anticipates continued and sustained gains in Adjusted
EBITDA and cash flow.
VANCOUVER, BC, Nov. 14,
2023 /PRNewswire/ - WELL Health Technologies
Corp. (TSX: WELL) (OTCQX: WHTCF) (the "Company" or
"WELL"), a digital healthcare company focused on positively
impacting health outcomes by leveraging technology to empower
healthcare practitioners and their patients globally, is pleased to
announce its interim consolidated financial results for the quarter
ended September 30, 2023.
Hamed Shahbazi, Founder and CEO
of WELL commented, "Q3 was an outstanding quarter for us, as we
achieved record patient visits, Adjusted EBITDA(1) and
posted our first quarter ever with more than $200M in revenues. While all our business
units are executing extremely well, our Canadian business grew its
Adjusted EBITDA by 24% and shows no signs of slowing down. We
are expecting to have strong performance for the remainder of 2023
and into next year. We are ahead of our plan for reaching one
billion in revenue and feel confident in introducing our guidance
for 2024 of achieving over $900
million in annual revenue driven by organic growth. The
backbone of our success has been the Company's continued focus on
tech enabling healthcare providers and supporting them in
simplifying their work lives, modernizing, and digitizing their
clinical practices and delivering the best healthcare
possible."
Mr. Shahbazi further added, "Our commitment to ensuring that we
support our healthcare providers with the most advanced technology
has led us to significant investments in Artificial Intelligence.
During the quarter, we led an investment that resulted in the
re-launch of a new senior listed public company called, HEALWELL
AI, a healthcare AI technology and data science company focused on
preventative care where we are the largest securityholder. We
subsequently entered into a strategic alliance agreement with
HEALWELL that enabled us to launch WELL AI Decision Support to our
network of clinics and doctors. This is only the beginning as we
have a compelling pipeline of opportunities that leverage the power
of AI to give healthcare providers clinical decision support tools
that will give them their time back, enhance clinic productivity
and provide better patient outcomes. We are determined to
faithfully support healthcare professionals with the very best
technology available which now includes significant investments in
AI-based products and services."
Eva Fong, WELL's Chief Financial
Officer, added, "In Q3 we achieved record revenue in both our
Canadian and US patient services businesses. Furthermore, we've had
a great year so far on our organic growth as we have delivered
year-to-date vs year over year organic growth of 16%. I am also
pleased to report that our leverage ratio(3)
of net bank debt to shareholder Adjusted EBITDA reduced from 2.9x
at the end of Q3-2022 to 2.6x as of the end of Q3-2023. Our
organic growth profile remains strong, and the M&A pipeline
continues to be active, allowing us to provide a positive outlook
for the remainder of 2023 and beyond."
Third Quarter 2023 Financial Highlights:
- WELL achieved record quarterly revenue of $204.5 million in Q3-2023, an increase of 40.2%
as compared to revenue of $145.8
million generated in Q3-2022. Year-to-date, WELL has
achieved organic growth(4) of 16%.
- Canadian Patient Services revenue was $57.8 million in Q3-2023, an increase of 27.0% as
compared to $45.5 million in Q3-2022,
with Primary Care achieving record revenue in the quarter, boosted
by organic growth and expansion into Alberta.
- WELL Health USA Patient
Services revenue was $130.7 million
in Q3-2023, an increase of 52.3% as compared to $85.8 million in Q3-2022, driven by
the CarePlus acquisition and growth in WELL USA's virtual businesses, Circle Medical and
Wisp.
- SaaS and Technology Services revenue was $15.9 million in Q3-2023, an increase of 10.3% as
compared to $14.5 million in
Q3-2022.
- Adjusted Gross Profit(1) was $94.2 million in Q3-2023, an increase of 20.5% as
compared to Adjusted Gross Profit of $78.2
million in Q3-2022.
- Adjusted Gross Margin(1) percentage was
46.1% in Q3-2023 compared to Adjusted Gross Margin percentage of
53.6% in Q3-2022.
- Adjusted EBITDA(1) was $28.2 million in Q3-2023, an increase of 2.6% as
compared to Adjusted EBITDA of $27.5
million in Q3-2022.
- Adjusted EBITDA to WELL shareholders was $22.9 million in Q3-2023, an increase of 13.2% as
compared to Adjusted EBITDA to WELL shareholders of $20.2 million in Q3-2022.
- Adjusted Net Income(1) was $12.8 million, or $0.05 per share in Q3-2023, as compared to
Adjusted Net Income of $14.8 million,
or $0.07 per share in Q3-2022.
Third Quarter 2023 Business Highlights:
On July 1, 2023, the Company
through its subsidiary CRH, acquired a 100% interest in CarePlus
Medical Corporation ("CarePlus"). The acquisition of
CarePlus provides CRH with a platform for provider recruitment and
locum tenens staffing. The acquisition also expands CRH's US
geographical footprint of Anesthesia providers and adds revenue
cycle management (RCM) services.
On July 19, 2023, the Company
advanced $3 million to MCI OneHealth
Technologies Inc. (TSX: DRDR) ("MCI") as a secured
promissory note, which was later credited and settled on
October 1st.
On July 27, 2023, the Company
announced that it has re-branded CRH Medical Corporation as WELL
Health USA. WELL Health
USA's goal is to mirror WELL's
mission of tech enabling care providers in the United States while digitizing and
modernizing healthcare businesses. WELL USA will be used henceforth to reflect WELL's
total US based financial activity which includes lines of business
such as CRH, Radar, Circle Medical and Wisp.
On August 1, 2023, WELL
completed the acquisition of Seekintoo, a provider of Cybersecurity
Operations Center services to enterprise clients, equipping them
with a managed detection responder service that assures 24/7
vigilant protection against threats.
On August 10, 2023, WELL announced
that it had signed a $38.5 million
contract with British Columbia's
Public Health Services Authority to provide an array of digital
services such as eReferrals, eConsults and eOrders to help further
empower providers with best-in-class interoperability tools. This
is the third Canadian province, in addition to Ontario and Nova
Scotia, that has materially partnered with OceanMD.
Events Subsequent to September 30,
2023:
On October 1, 2023, the Company
completed its transaction with MCI that was previously announced on
July 19, 2023 (the "HEALWELL
Transaction"). MCI changed its name to HEALWELL AI Inc. (TSX:
AIDX) ("HEALWELL") and re-launched as a healthcare
technology company focused on AI and data science. As part of the
HEALWELL Transaction, the Company acquired clinical assets in
Ontario, obtained representation
on HEALWELL's board of directors and acquired a call option to
purchase up to approximately 30 million Class A Subordinate Voting
shares and Class B Multiple Voting shares in HEALWELL over time,
subject to the achievement of certain performance metrics.
On October 1, 2023, the Company
acquired a 100% interest in Proack Security Inc. ("Proack"),
a leading provider of offensive security assessments, offering
services such as penetration testing, red teaming, and social
engineering to proactively identify and mitigate cybersecurity
threats. Proack enhances WELL's capabilities in safeguarding
sensitive data and maintaining robust security across healthcare
and corporate networks.
On October 18, 2023, the Company
announced the launch of WELL AI Decision Support. WELL AI Decision
Support is a solution that utilizes artificial intelligence to aid
healthcare providers in early disease diagnosis and preventative
health, particularly in identifying over 110 complex or rare
diseases. Developed by HEALWELL AI, this technology has been
validated in both Canadian and U.S. healthcare systems. It aims to
bridge the gap in healthcare diagnostics and patient care, ensuring
more accurate and timely diagnoses, and is available through WELL's
digital marketplace for EMR tools and applications.
On November 9, 2023, the Company
announced the launch of the WELL Longevity+ Program, enhancing
preventative health with advanced precision diagnostics and AI
technologies for the early detection of serious health conditions.
Expansion plans include rolling out WELL Longevity+ services
through WELL Health's network of preventative health clinics
throughout Canada.
Outlook:
WELL is expecting its strong performance to continue into the
fourth quarter of 2023 and into 2024. WELL's objective is to
invest in and achieve significant growth while effectively managing
its costs and delivering strong growth and sustained cashflow to
shareholders. Management is pleased to provide the following update
to its revenue guidance, which only includes announced
acquisitions:
- Annual revenue for 2023 is expected to be in the range of
$755 million to $765 million.
- Annual revenue for 2024 is expected to be over $900 million.
WELL is focused on growing and acquiring as much market
share as possible while delivering solid and sustained Adjusted
EBITDA and cashflow growth each year. This is part of our
management team's approach to providing shareholders with sustained
profitable growth and industry leadership.
WELL is the largest owner and operator of healthcare Clinics in
Canada. WELL expects to continue
to grow its industry leading Canadian Patient Services business
both organically and inorganically and enhance its market
leadership as the country's first pan-Canadian clinical network
with a highly integrated network of tech-enabled outpatient
healthcare clinics across the country. Meanwhile, growth in the
Company's WELL Health USA Patient
Services business is expected to be primarily driven by organic
growth, augmented by the Company's recent acquisition of
CarePlus.
As a company with deep tech experience and capabilities, WELL
has also made investments in AI technologies a key priority within
the Company and expects to develop compelling new products and
enhancements to roll out to WELL's vast provider network.
WELL's strong organic growth and robust cash flow profile allows
the Company to continue to successfully execute on its acquisition
plans. Management expects additional cash flows generated by the
Company will be re-invested in the business and allocated in a
disciplined manner.
Conference Call:
WELL will hold a conference call to discuss its 2023 Third
Quarter financial results on Tuesday,
November 14, 2023, at 1:00 pm
ET (10:00 am PT). Please use
the following dial-in numbers: 416-764-8650 (Toronto local), 778-383-7413 (Vancouver local), 1-888-664-6383 (Toll-Free)
or +1-416-764-8650 (International).
The conference call will also be simultaneously webcast and can
be accessed at the following audience URL:
https://well.company/events.
Selected Unaudited Financial Highlights:
Please see SEDAR for complete copies of the Company's condensed
interim consolidated financial statements and interim MD&A for
the quarter ended September 30,
2023.
|
Three
months ended
|
|
Nine months
ended
|
|
September 30,
|
June 30,
|
September
30,
|
|
September 30,
|
September
30,
|
2023
|
2023
|
2022
|
|
2023
|
2022
|
$'000
|
$'000
|
$'000
|
|
$'000
|
$'000
|
Revenue
|
204,461
|
170,922
|
145,789
|
|
544,808
|
412,623
|
Cost
of sales (excluding depreciation and amortization)
|
(110,225)
|
(80,099)
|
(67,597)
|
|
(273,580)
|
(189,569)
|
Adjusted
Gross Profit(1)
|
94,236
|
90,823
|
78,192
|
|
271,228
|
223,054
|
Adjusted
Gross Margin(1)
|
46.1 %
|
53.1 %
|
53.6 %
|
|
49.8 %
|
54.1 %
|
Adjusted
EBITDA(1)
|
28,172
|
27,789
|
27,458
|
|
82,644
|
77,385
|
Net (loss) income
|
(4,482)
|
(2,016)
|
611
|
|
(17,125)
|
(3,409)
|
Adjusted
Net Income (1)
|
12,760
|
14,361
|
14,753
|
|
41,246
|
41,211
|
Loss per share, basic and
diluted (in $)
|
(0.03)
|
(0.03)
|
(0.02)
|
|
(0.12)
|
(0.09)
|
Adjusted
Net Income per
share, basic and diluted
(in $) (1)
|
0.05
|
0.06
|
0.07
|
|
0.18
|
0.19
|
Weighted
average number of
common shares outstanding,
basic and diluted
|
238,104,415
|
235,434,417
|
226,783,493
|
|
235,258,386
|
217,721,268
|
Reconciliation of net
(loss) income to Adjusted EBITDA:
|
|
|
|
|
|
|
Net (loss) income
for the period
|
(4,482)
|
(2,016)
|
611
|
|
(17,125)
|
(3,409)
|
Depreciation
and amortization
|
15,449
|
14,041
|
13,918
|
|
44,012
|
41,103
|
Income
tax expense (recovery)
|
(25)
|
1,889
|
2,979
|
|
2,056
|
2,534
|
Interest
income
|
(114)
|
(127)
|
(200)
|
|
(429)
|
(411)
|
Interest
expense
|
8,966
|
7,828
|
7,122
|
|
24,568
|
17,530
|
Rent
expense on finance
leases
|
(2,672)
|
(2,581)
|
(2,339)
|
|
(7,743)
|
(6,718)
|
Stock-based
compensation
|
7,043
|
6,134
|
5,883
|
|
19,776
|
19,549
|
Foreign
exchange (gain) loss
|
(539)
|
(65)
|
1,088
|
|
(888)
|
608
|
Time-based
earnout expense
|
1,589
|
1,476
|
2,669
|
|
13,919
|
9,705
|
Change
in fair
value of investments
|
-
|
-
|
-
|
|
-
|
(602)
|
Gain
on disposal of investments
|
(7)
|
(1,517)
|
(5,240)
|
|
(1,524)
|
(5,240)
|
Share
of net loss of associates
|
102
|
91
|
195
|
|
290
|
433
|
Transaction,
restructuring,integration and other
costs expensed
|
2,862
|
838
|
772
|
|
3,934
|
2,303
|
Other
items
|
0
|
1,798
|
-
|
|
1,798
|
-
|
Adjusted EBITDA(1)
|
28,172
|
27,789
|
27,458
|
|
82,644
|
77,385
|
Attributable
to WELL shareholders
|
22,912
|
22,287
|
20,240
|
|
65,831
|
55,523
|
Attributable
to Non-controlling interests
|
5,260
|
5,502
|
7,218
|
|
16,813
|
21,862
|
Adjusted EBITDA(1)
|
|
|
|
|
|
|
WELL
Corporate
|
(5,074)
|
(4,478)
|
(4,623)
|
|
(14,198)
|
(12,663)
|
Canada
and others
|
12,251
|
11,057
|
9,877
|
|
35,235
|
23,358
|
WELL
Health USA
Adjusted EBITDA(1) attributable to WELL shareholders
|
20,995
|
21,210
|
22,204
|
|
61,607
|
66,690
|
WELL
Corporate
|
(5,074)
|
(4,478)
|
(4,623)
|
|
(14,198)
|
(12,663)
|
Canada
and others
|
12,184
|
11,084
|
9,631
|
|
34,730
|
22,762
|
WELL
Health USA
Adjusted EBITDA(1) attributable to Non-controlling interests
|
15,802
|
15,681
|
15,232
|
|
45,299
|
45,424
|
Canada
and others
|
67
|
(27)
|
246
|
|
505
|
596
|
WELL
Health USA
|
5,193
|
5,529
|
6,972
|
|
16,308
|
21,266
|
Reconciliation of net (loss)
income to Adjusted Net Income:
|
|
|
|
|
|
|
Net (loss) income
for the period
|
(4,482)
|
(2,016)
|
611
|
|
(17,125)
|
(3,409)
|
Amortization
of intangible assets
|
11,734
|
10,720
|
10,620
|
|
33,484
|
31,818
|
Time-based
earnout expense
|
1,589
|
1,476
|
2,669
|
|
13,919
|
9,705
|
Stock-based
compensation
|
7,043
|
6,134
|
5,883
|
|
19,776
|
19,549
|
Change
in fair
value of investments
|
-
|
-
|
-
|
|
-
|
(602)
|
Other
items
|
-
|
1,798
|
-
|
|
1,798
|
-
|
Non-controlling
interest included in
net loss
|
(3,124)
|
(3,751)
|
(5,030)
|
|
(10,606)
|
(15,850)
|
Adjusted Net Income (1)
|
12,760
|
14,361
|
14,753
|
|
41,246
|
41,211
|
Adjusted Net Income per share (1)
|
0.05
|
0.06
|
0.07
|
|
0.18
|
0.19
|
Footnotes:
|
|
(1)
|
This is
a non-GAAP financial measure and ratio.
|
|
In addition to results
reported in accordance with IFRS, the Company uses certain
non-GAAP financial measures as supplemental indicators of its
financial and operating performance. These non-GAAP financial
measures include Adjusted Net Income, Adjusted Net Income Per
Share, Adjusted EBITDA, Adjusted Gross Profit, Adjusted Gross
Margin, and Adjusted Free Cash Flow. The Company believes these
supplementary financial measures reflect the Company's ongoing
business in a manner that allows for meaningful period-to-period
comparisons and analysis of trends in its business.
|
|
|
|
Adjusted Net Income and Adjusted Net Income per
Share
|
|
The Company defines
Adjusted Net Income as net income (loss), after excluding the
effects of stock-based compensation expense, amortization of
acquired intangible assets, time-based earnout expense, change
in fair value of investments, non-controlling interests, and
revenue precluded from recognition under IFRS 15 that relates to
certain patient services revenue that the Company believes should
be recognized as revenue based on its contractual relationships.
Adjusted Net Income Per Share is Adjusted Net Income divided by
weighted average number of shares outstanding. The Company believes
that these non-GAAP financial measures provide useful information
to analyze our results, enhance a reader's understanding of past
financial performance and allow for greater understanding with
respect to key metrics used by management in decision making. More
specifically, the Company believes Adjusted Net Income is a
financial metric that tracks the earning power of the business that
is available to WELL shareholders.
|
|
|
|
EBITDA and Adjusted EBITDA
|
|
EBITDA and Adjusted
EBITDA are non-GAAP measures. EBITDA represents net
income (loss) before interest, taxes, depreciation and
amortization. The Company defines Adjusted EBITDA as EBITDA (i)
less net rent expense on premise leases considered to be finance
leases under IFRS and before (ii) transaction, restructuring, and
integration costs, time-based earn-out expense, change in fair
value of investments, share of income (loss) of associates, foreign
exchange gain/loss, and stock-based compensation expense, (iii)
revenue precluded from recognition under IFRS 15 that relates to
certain patient services revenue that the Company believes should
be recognized as revenue based on its contractual relationships,
and (iv) gains/losses that are not reflective of ongoing operating
performance. The Company considers Adjusted EBITDA to be a
financial metric that measures cash that the Company can use to
fund working capital requirements, service future interest and
principal debt repayments and fund future growth initiatives.
EBITDA and Adjusted EBITDA should not be considered alternatives to
net income (loss), cash flow from operating activities or other
measures of financial performance in accordance with
IFRS.
|
|
|
|
Adjusted Gross Profit and Adjusted Gross
Margin
|
|
The Company defines
Adjusted Gross Profit as revenue less cost of sales (excluding
depreciation and amortization) and Adjusted Gross Margin as
adjusted gross profit as a percentage of revenue. Adjusted gross
profit and adjusted gross margin should not be construed as an
alternative for revenue or net income (loss) determined in
accordance with IFRS. The Company does not present gross profit in
its consolidated financial statements as it is a non-GAAP financial
measure. The Company believes that adjusted gross profit and
adjusted gross margin are meaningful metrics that are often used by
readers to measure the Company's efficiency of selling its products
and services.
|
|
|
|
Adjusted Free Cash Flow
|
|
The Company defines
Adjusted Free Cash Flow Attributable to Shareholders as Adjusted
EBITDA Attributable to Shareholders, less cash interest, less cash
taxes and less capital expenditures.
|
|
|
|
Adjusted Net income, Adjusted Net Income per Share,
Adjusted EBITDA, Adjusted Gross Profit, Adjusted Gross Margin and
Adjusted Free Cash Flow are not recognized measures for financial
statement presentation under IFRS and do not have standardized
meanings. As such, these measures may not be comparable to similar
measures presented by other companies and should be considered as
supplements to, and not as substitutes for, or superior to, the
corresponding measures calculated in accordance with
IFRS.
|
|
|
(2)
|
Patient visits are
defined by any interaction a patient has with a WELL practitioner
through all sources and channels. This includes also diagnostic
testing consultations or any asynchronous physician consultations.
Care Interactions are defined as Patient Visits plus Technology
Interactions and Billed Provider Hours.
|
|
|
(3)
|
Leverage ratio is
defined as Net Bank Debt divided by trailing twelve months (TTM)
Shareholder Adjusted EBITDA, where Net Bank Debt is calculated as
Total Debt less cash and excluding convertible debt.
|
|
|
(4)
|
Organic growth includes
the impact of USD/CAD exchange rates.
|
WELL HEALTH TECHNOLOGIES CORP.
Per: "Hamed Shahbazi"
Hamed Shahbazi
Chief Executive Officer, Chairman and Director
About WELL Health Technologies Corp.
WELL's mission is to tech-enable healthcare providers. We do
this by developing the best technologies, services, and support
available, which ensures healthcare providers are empowered to
positively impact patient outcomes. WELL's comprehensive healthcare
and digital platform includes extensive front and back-office
management software applications that help physicians run and
secure their practices. WELL's solutions enable more than 33,000
healthcare providers between the US and Canada and power the largest owned and
operated healthcare ecosystem in Canada with more than 150 clinics supporting
primary care, specialized care, and diagnostic services. In
the United States WELL's solutions
are focused on specialized markets such as the gastrointestinal
market, women's health, primary care, mental health, revenue cycle
management, and practitioner recruiting. WELL is publicly traded on
the Toronto Stock Exchange under the symbol "WELL" and on the OTC
Exchange under the symbol "WHTCF". To learn more about the Company,
please visit: www.well.company.
Forward-Looking Statements
This news release may contain "Forward-Looking Information"
within the meaning of applicable Canadian securities laws,
including, without limitation: its care interaction run-rate and
annual guidance; information regarding the Company's goals,
strategies and growth plans; expectations regarding continued
revenue and EBITDA growth; the expected benefits and synergies of
completed acquisitions; capital allocation plans in the form of
more acquisitions or share repurchases; the expected financial
performance as well as information in the "Outlook" section herein.
Forward-Looking Information are necessarily based upon a number of
estimates and assumptions that, while considered reasonable by
management, are inherently subject to significant business,
economic and competitive uncertainties, and contingencies.
Forward-Looking Information generally can be identified by the use
of forward-looking words such as "may", "should", "will", "could",
"intend", "estimate", "plan", "anticipate", "expect", "believe" or
"continue", or the negative thereof or similar variations.
Forward-Looking Information involve known and unknown risks,
uncertainties and other factors that may cause future results,
performance, or achievements to be materially different from the
estimated future results, performance or achievements expressed or
implied by the Forward-Looking Information and the Forward-Looking
Information are not guarantees of future performance. WELL's
comments expressed or implied by such Forward-Looking Information
are subject to a number of risks, uncertainties, and conditions,
many of which are outside of WELL 's control, and undue reliance
should not be placed on such information. Forward-Looking
Information are qualified in their entirety by inherent risks and
uncertainties, including: direct and indirect material adverse
effects from the COVID-19 pandemic; adverse market conditions;
risks inherent in the primary healthcare sector in general;
regulatory and legislative changes; that future results may vary
from historical results; inability to obtain any requisite future
financing on suitable terms; any inability to realize the expected
benefits and synergies of acquisitions; that market competition may
affect the business, results and financial condition of WELL and
other risk factors identified in documents filed by WELL under its
profile at www.sedarplus.ca, including its most recent Annual
Information Form. Except as required by securities law, WELL does
not assume any obligation to update or revise any forward-looking
information, whether as a result of new information, events or
otherwise.
This news release contains future-oriented financial information
and financial outlook information (collectively, "FOFI") about
estimated annual run-rate revenue and Adjusted EBIDTA, all of which
are subject to the same assumptions, risk factors, limitations, and
qualifications as set out in the above paragraph. The actual
financial results of WELL may vary from the amounts set out herein
and such variation may be material. WELL 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, WELL 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 WELL's anticipated
future business operations on an annual basis. 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.
Neither the TSX nor its Regulation Services Provider (as that
term is defined in policies of the TSX) accepts responsibility for
the adequacy or accuracy of this release.
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SOURCE WELL Health Technologies Corp.