VANCOUVER, BC, March 28,
2025 /CNW/ - WELL Health Technologies Corp. (TSX:
WELL) (OTCQX: WHTCF) ("WELL" or the "Company"), a
digital healthcare company focused on positively impacting health
outcomes by leveraging technology to empower healthcare
practitioners and their patients globally, announces that it will
be delaying the filing of its audited annual consolidated financial
statements for the year ended December 31, 2024, the related
management's discussion and analysis, and related CEO and CFO
certificates (collectively, the "Required Filings") beyond
the March 31, 2025 deadline (the
"Deadline").
The delay is resulting from the accounting implications related
to the Company's non-wholly owned Delaware subsidiary Circle Medical
Technologies, Inc. ("Circle Medical"), as described
in further detail below. In fiscal 2023, Circle Medical contributed
a net loss of $1.1 million to WELL's
consolidated net income of $16.6
million and contributed less than 2.7% to WELL's
consolidated Adjusted EBITDA(1).
In September 2024, Circle Medical
received a request for the voluntary production of documents and
information ("RFI") from the Civil Division of the United States Attorney's Office for the
Northern District of California
("USAO") investigating certain of Circle Medical's billing
practices in the US. Circle Medical has been responding to the RFI
and engaging with the USAO to address and resolve this
matter. Additional information and analysis regarding the
impact of the USAO RFI is necessary in order to finalise Circle
Medical's financial statements and by extension, the Company's
annual consolidated financial statements for the year ended
December 31, 2024. The production of
information by Circle Medical and analysis by the Company for the
financial statements is not expected to be completed prior to the
March 31, 2025 filing deadline for
the Required Filings.
The Company does not expect the resolution of the matter to have
a material effect on the Company's cash position or available
resources. The Company and Circle Medical are currently working
diligently to finalise the Company's annual consolidated financial
statements at the earliest possible date. The Company currently
expects to be in a position to file the Required Filings on or
before April 15, 2025 (the "Filing Interval").
Notwithstanding the foregoing, the Company confirms that it
continues to seek strategic alternatives for Circle Medical and is
committed to carrying out this process in due course.
The Company has applied to the British Columbia Securities
Commission, as principal regulator for the Company, for the
imposition of a management cease trade order under National Policy
12-203 – Management Cease Trade Orders ("NP
12-203") throughout the duration of the Filing Interval.
However, there can be no assurance that a management cease trade
order will be granted. The management cease trade order, if
approved, will not affect the ability of persons who are not or
have not been management of the Company to trade in its
securities.
WELL confirms that it will satisfy the provisions of the
alternative information guidelines under NP 12-203 by issuing
bi-weekly default status reports, if necessary, in the form of news
releases for so long as it remains in default of the above-noted
filing requirements. The British Columbia Securities Commission may
issue a general cease trade order against WELL for failure to file
the Required Filings within the prescribed time period or sooner if
WELL fails to file the prescribed status reports.
Other than as disclosed herein, WELL is up to date in its filing
obligations.
|
Footnote:
|
|
|
|
|
1.
|
Non-GAAP Financial
Measures – Adjusted EBITDA
|
|
|
|
In addition to results
reported in accordance with IFRS, the Company uses Adjusted EBITDA
as a supplemental indicator of its financial and operating
performance. The Company believes this non-GAAP financial measure
reflects the Company's ongoing business in a manner that allows for
meaningful period-to-period comparisons and analysis of trends in
its business. The Company defines Adjusted EBITDA as net income
(loss) before interest, taxes, depreciation and amortization less
(i) 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, and (iii)
gains/losses that are not reflective of ongoing operating
performance. The Company considers Adjusted EBITDA to be a
financial metric that measures cash flow that can be used to fund
working capital requirements, service future interest and principal
debt repayments, and fund future growth initiatives. Adjusted
EBITDA should not be considered an alternative to net income
(loss), cash flow from operating activities, or other measures of
financial performance defined under IFRS. A reconciliation of
Adjusted EBITDA to the most directly comparable IFRS measure can be
found in the Company's Fiscal 2023 Annual MD&A.
|
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 41,000
healthcare providers between the US and Canada and power the largest owned and
operated healthcare ecosystem in Canada with more than 200 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, and mental health. 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 Information
This news release contains "Forward-Looking Information" within
the meaning of applicable Canadian securities laws, including,
without limitation: statements regarding the grant of a management
cease trade order, expected timing of the Required Filings, the
impact of the resolution of the USAO RFI on WELL, and the ability
to consummate strategic alternatives for Circle Medical.
Forward-Looking Information is based on a number of estimates and
assumptions are inherently subject to significant business,
economic and competitive uncertainties and contingencies, many of
which are beyond WELL's control, which could cause actual results
and events to differ materially from those disclosed in this news
release. 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", "goal" or "continue", or the negative thereof or similar
variations. Forward-Looking Information involves 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 is not a guarantee of future results or
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 the risk
factors identified in documents filed by WELL under its profile
at www.sedar.com, including its most recent Annual
Information Form and its most recent Management's Discussion and
Analysis. 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.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/well-health-announces-delay-in-filing-of-annual-audited-financial-statements-due-to-matter-related-to-us-subsidiary-circle-medical-302414821.html
SOURCE WELL Health Technologies Corp.
