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WELL HEALTH TECHNOLOGIES CORP. EARLY WARNING NEWS RELEASE

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VANCOUVER, BC, March 31, 2025 /CNW/ – WELL Health Technologies Corp. (TSX: WELL) (OTCQX: WHTCF) (“WELL”), of 550-375 Water Street, Vancouver, British Columbia V6B 5C6, issues this press release pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues and National Instrument 62-104 – Take Over Bids and Issuer Bids in connection with a change in material fact contained in WELL’s early warning reports filed October 4, 2023 and February 1, 2024.

Proposed Exercise of Call Right

On October 1, 2023, WELL and the founding shareholders of HEALWELL AI Inc. (“HEALWELL”), Dr. Sven Grail (“Dr. Grail”) and Dr. George Christodoulou (“Dr. Christodoulou”), entered into a call option agreement (the “Call Option Agreement”), under which WELL was granted a call option (the “Call Right”) to acquire up to 30.8 million Subordinate Voting Shares of HEALWELL (each, a “HEALWELL Share”) and 30.8 million Multiple Voting Shares of HEALWELL (each, a “MVS”) from Dr. Grail and Dr. Christodoulou. Dr. Grail, together with his affiliates, owns 15.4 million HEALWELL Shares and 15.4 million MVSs subject to the Call Right and Dr. Christodoulou, together with his affiliates, owns 15.4 million HEALWELL Shares and 15.4 million MVSs subject to the Call Right (together, the “Optioned Shares”). The Call Right is exercisable until October 1, 2026 and its exercise is conditional on the achievement by HEALWELL of a number of performance milestones designed to demonstrate improvements in HEALWELL’s financial and capital markets performance, as well as obtaining any required Toronto Stock Exchange or regulatory approvals. The Call Right can only be exercised in pairs, such that WELL must concurrently acquire a HEALWELL Share and a MVS. Pursuant to the Call Option Agreement, on exercise of the Call Right, the price per security that will be paid for the Optioned Shares is $0.125 per HEALWELL Share and $0.0001 per MVS.

Additional information with respect to the Call Option Agreement and its material terms can be found in WELL’s early warning report dated October 1, 2023, and in WELL’s Notice of Meeting and Management Information Circular dated August 21, 2023 which is available on www.sedarplus.ca.

On December 16, 2024, HEALWELL and Orion Health Holdings Limited (“Orion Health”) entered into a share purchase agreement, pursuant to which HEALWELL agreed to acquire 100% of the shares of Orion Health for consideration of approximately NZ$175 million, subject to certain adjustments (the “OHHL Acquisition”). HEALWELL has announced that it anticipates closing the OHHL Acquisition on April 1, 2025. Concurrently with the closing of the OHHL Acquisition, WELL intends to exercise the Call Right.

WELL intends to amend the terms of the Call Option Agreement to enable WELL to exercise the Call Right concurrent with the closing of the OHHL Acquisition (the “Closing”).

As of the date hereof, WELL held beneficial ownership, directly or indirectly, or exercised control or direction over 65,923,161 HEALWELL Shares and 500,000 subscription receipts (each, a “Subscription Receipt”), each Subscription Receipt entitling WELL to receive, upon satisfaction of certain release conditions (namely, the closing of the OHHL Acquisition), and for no further consideration, one unit of HEALWELL, each unit consisting of one HEALWELL Share and one half of one share purchase warrant, with each whole share purchase warrant (each, a “Warrant”) exercisable into one HEALWELL Share at the exercise price of $2.50 for a period of 36 months from closing (representing approximately 30.9% of the issued and outstanding HEALWELL Shares on a non-diluted basis, and 13.4% of the voting rights attached to the HEALWELL Shares and MVSs, based on 213,166,393 HEALWELL Shares and 30,800,000 MVSs outstanding.

Immediately following the Closing, if the Call Right were to be fully exercised and all of the Optioned Shares were acquired by WELL, WELL would own, or exercise control or direction over 97,223,161 HEALWELL Shares, 30,800,000 MVSs and 250,000 Warrants.

It is anticipated that HEALWELL will have 261,547,371 HEALWELL Shares issued and outstanding on closing of the OHHL Acquisition, following the issuance of 35,643,478 HEALWELL Shares to the vendor, and 12,737,500 HEALWELL Shares in connection with the conversion of all 12,737,500 Subscription Receipts as part of the $25.5 million equity financing used to partially finance the purchase price of Orion Health. Following the exercise of the Call Right, it is anticipated that WELL will own 97,473,161 HEALWELL Shares and 30,800,000 MVSs or approximately 37% of the economic interest and approximately 69% of the voting rights in HEALWELL on a partially-diluted basis1. Each MVS has nine votes per share and each HEALWELL Share has one vote per share.

WELL was approved as a control person of HEALWELL by resolutions of the shareholders of HEALWELL, on a disinterested basis, on September 21, 2023. The Toronto Stock Exchange subsequently approved WELL as a control person of HEALWELL on October 6, 2023.

WELL anticipates acquiring the HEALWELL Shares and MVSs concurrent with the closing of the OHHL Acquisition and will hold the HEALWELL Shares and MVSs for investment purposes. WELL intends to review its investment in HEALWELL on a continuing basis and may, from time to time and at any time subject to compliance with applicable securities laws, and depending on market and other conditions, acquire or dispose of equity, debt or other securities of HEALWELL through open market transactions, private placements and other privately negotiated transactions, or otherwise, in each case, depending on a number of factors, including general market and economic conditions and other factors and conditions WELL deems appropriate.

WELL is incorporated under the laws of the Province of British Columbia with a registered address of Bentall 5, 550 Burrard Street, Suite 2501, Vancouver, British Columbia V6C 2B5, Canada. HEALWELL is incorporated under the federal laws of Canada with a registered address of 460 College Street, Unit 301, Toronto, Ontario M6G 1A1, Canada.

A copy of WELL’s early warning report dated March 31, 2025 will be made available on sedarplus.ca under HEALWELL’s profile.

____________________________________
1 Includes 250,000 Warrants beneficially owned by WELL that will be convertible within 60 days of this report assuming the exercise of the Call Right.

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SOURCE WELL Health Technologies Corp.

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Cognizant Launches Ace Team Program to Develop Cohort of AI Builders

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High-impact career track for future AI builders who will drive the next phase of digital transformation

BENGALURU, India, June 3, 2026 /PRNewswire/ — Cognizant (NASDAQ: CTSH) today announced the launch of the Cognizant Ace Team Program, a strategic initiative designed to build a cohort of top engineering minds who will deliver cutting-edge digital transformation for clients and play a central role in the company’s evolution into an AI builder organization.

The Cognizant Ace Team is structured as a combination of a selective hiring program, an elite talent pathway and a centrally governed engineering community aligned to Cognizant’s advanced capability strategy.

The program is designed to build a community of high-potential engineers who will work on real client challenges using AI-native tools, modern architectures and outcome-driven methods. Ace Team members are expected to be deployed in focused, high-impact teams and be looked upon to get critical initiatives off the ground, contributing directly to pioneering and emerging technology solutions that drive meaningful business outcomes for clients.

With an India-focused launch, the Ace Team will serve as the cornerstone of Cognizant’s shift into an AI builder organization, fueling transformation across the company’s three-vector strategy of Hyperproductivity, Industrializing AI and Agentification through a high-caliber, AI-ready engineering force. The program is designed to enable the creation of high-value, niche AI offerings and support the execution of complex, large-scale technology initiatives, while accelerating innovation across the ecosystem. Its impact will include accelerating time to market, advancing end-to-end modernization and the development of future-ready platforms that support scale, reliability and sustained innovation.

Rajesh Varrier, President – Global Operations and Chairman & Managing Director, Cognizant India, said, “The launch of the Cognizant Ace Team program marks a critical step in strengthening our engineering depth as enterprises move rapidly from AI experimentation to real-world execution. Delivering measurable, scalable AI outcomes increasingly depends on AI-ready skills and strong engineering fundamentals. Through Ace Team, we are building a differentiated talent engine that directly supports our three-vector strategy of Hyperproductivity, Industrializing AI and Agentification, with the goal of enabling us to take AI from concepts to production and apply it at scale across industries.”

Selection to the Cognizant Ace Team program is based on advanced technical competency, AI fluency and strong communication skills, rather than institution-based criteria. The multi-stage evaluation process includes communication assessment, aptitude assessment, technical assessment, and technical interviews and is designed to gauge industry-ready capabilities such as full-stack AI development, data structures and algorithms, prompt engineering, retrieval-augmented generation, agentic AI and modern front-end development.

Selected candidates can be hired into differentiated roles with distinct career paths, deployment models and types of work. Ace Team members are expected to join as full-stack AI Engineers and begin contributing to real client engagements early in their journey, working on production codebases and building AI‑native capabilities including RAG pipelines, agentic workflows and LLM‑integrated applications across industries.

In its initial phase, the program is open to existing offer holders and select off-campus candidates, including Tier-1 institution pass-outs, with flexibility to expand further as required. Over time, Cognizant plans to broaden participation to include premium campuses, partner institutions, internal associates and laterals with one to three years of experience.

About Cognizant
Cognizant (Nasdaq: CTSH) is an AI Builder and technology services provider, bridging the gap between AI investment and enterprise value by building full-stack AI solutions for our clients. Our deep industry, process and engineering expertise enables us to build an organization’s unique context into technology systems that amplify human potential, drive tangible outcomes and keep global enterprises ahead in a fast-changing world. See how at www.cognizant.ai or @cognizant. 

For more information, please contact:

Hema Swamy: Manimekalai.Swamy@cognizant.com

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Factorial Raises $150M Series D, Reaches $2.5 Billion Valuation to Become One of the Most Valuable AI Scale-Ups in Europe

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General Catalyst leads $150M equity investment, its first equity stake in Factorial as part of Series D round that values the company at over $2.5 billion, becoming one of the most valuable AI scale-ups in EuropeGeneral Catalyst simultaneously commits an additional $540M through its Customer Value Fund, funding Factorial’s sales and marketing investment with no additional dilution enabling sustainable growth without cash burn, as the company has been doing for the past yearsFunding accelerates Factorial’s reset from a SaaS company to an AI Workforce Operations Platform positioned to become the single agentic infrastructure for European companies, and deepens penetration in European markets, with a special focus on Germany

BARCELONA, Spain, June 3, 2026 /PRNewswire/ — Factorial, Europe’s leading AI Workforce Operations Platform, today announced the closing of a $150 million Series D funding round at a valuation of $2.5 billion, making it one of the most valuable Spanish and European scale-ups. The round is led by General Catalyst, which is making its first equity investment in Factorial, joined by other investors including Atomico and Four Rivers. Alongside the equity round, General Catalyst is doubling down on its prior investment, committing up to an additional $540 million through its Customer Value Fund, bringing total capital committed to over $700 million, securing Factorial’s growth during the following years.

One of Europe’s Most Valuable Scale-Ups

With this round, Factorial crosses the $2.5 billion valuation mark, surpassing many Spanish scale-ups and entering the top 20 within the European Union. The milestone reflects ten years of accelerated growth, a loyal and expanding customer base of over 16,000 businesses across 90+ countries, and a product strategy that continues to win in competitive European markets being the only company in the sector that has successfully internationalized across these markets.

Jordi Romero, CEO and co-founder of Factorial commented; “Ten years ago we built Factorial as a SaaS company. Today we are an AI-first company, building agents for our customers, and we are doing it for over 16,000 businesses, from Europe, with the discipline that has defined our first decade. We have reset the product, the architecture, and the way our customers run their work around AI agents. General Catalyst’s partnership gives us the conviction and the capital to turn that reset into a category-defining business. This round does not close a chapter. It opens the one that matters.”

General Catalyst’s First Equity Stake in Factorial

General Catalyst’s equity investment marks its first direct ownership stake in Factorial, following the firm’s earlier engagement through its Customer Value Fund. The company’s strong performance on its unit economics as demonstrated by the CVF investment allows General Catalyst to build the conviction in Factorial’s long-term trajectory from its product innovation to its financial discipline and European market leadership. This equity investment comes at the same time that Factorial has transformed its business model from a SaaS company to a human-first AI Workforce Operations Platform.

Pranav Singhvi, Partner at General Catalyst commented; “The next decade of enterprise software will belong to the companies that rebuild themselves around AI, not the ones that bolt it on. Factorial is doing exactly that, and doing it with a level of product horizontality and an ambitious growth at scale that is rare anywhere in the world. That combination is why we are deepening our partnership across both equity and our Customer Value Fund.”

“At General Catalyst, our goal is to be the first and last source of capital for the world’s most ambitious companies. Factorial is the perfect example.” Hemant Taneja, CEO of General Catalyst added.

A New Model for Growth: $700M Through General Catalyst’s Customer Value Fund

In addition to the equity round, General Catalyst is committing up to an additional $540 million through its Customer Value Fund, bringing total capital committed to over $700 million, securing Factorial’s growth during the following years. Under this structure, General Catalyst’s returns are tied exclusively to the customer value created by that spend and capped at a fixed amount. This approach gives Factorial the financial firepower to expand aggressively across Europe while preserving its equity.

From SaaS Company to AI Workforce Operations Platform
The investment comes at a pivotal moment in Factorial’s product evolution. After ten years building one of Europe’s largest systems of record for HR, Finance and IT, the company has reset its product around AI, moving from a fixed set of screens and workflows to an agent-driven platform that learns each customer’s policies, executes against them, and adapts as the business changes.

At the center of that architecture is Factorial One, the platform’s unified workspace, built around a deliberately simple two-agent model. One agent represents the organisation, holding and applying the policies a company defines across HR, finance and IT. The other represents the individual employee, multiplying what each person can do within those policies, drafting work, surfacing what they need, and executing tasks on their behalf with full accountability to the person it serves.

Where much of the market is racing to deploy hundreds or thousands of specialized agents, Factorial’s bet is that companies want fewer agents, clearer accountability, and a single source of truth for how their business runs. That shift positions Factorial to capture a significantly larger share of the business operations software market, well beyond HR.

Doubling Down on Germany – New Munich Office and Aggressive Market Push
A significant share of the new capital will be deployed in Germany, which Factorial is naming as its number one international growth market. The company is opening a new office in Munich to anchor its presence in Germany, complementing its existing operations and bringing Factorial closer to the mid-market customers, partners, and talent that are driving the company’s strongest growth outside Spain.

Hiring will scale aggressively across Germany over the next 12 months, including sales, customer success, product, marketing, and engineering roles based in Munich and across the country, as Factorial moves to take market share in a region that has historically been served by a small number of incumbent providers. Germany already represents one of Factorial’s fastest-growing customer bases, and the new capital is designed to compound that momentum: more local product capability, more local language and compliance depth, and a German team large enough to win against any competitor in the market.

“Germany is our most important market in Europe, and it has been underserved for too long. We are putting our team, our capital, and our product roadmap behind it. Munich is just the start.” said Jordi Romero, CEO and co-founder of Factorial.

Beyond Germany, Factorial will continue to accelerate across France, Italy and Portugal, which are already among the company’s fastest-growing markets, while expanding its team globally at up to 50 new hires per week.

For more information visit – factorialhr.co
For contact – factorialspain@teamlewis.com

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Photo – https://mma.prnewswire.com/media/2993362/CEOs_of_Factorial.jpg
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SOURCE Team Lewis Barcelona

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DL Holdings Increases Investment in U.S. Carmel Real Estate Fund, Gifting Additional HK$40 Million in RWA to Shareholders

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HONG KONG, June 3, 2026 /PRNewswire/ — DL Holdings (1709.HK) announced on 2 June that it has committed US$5 million to subscribe for interests in ONE Carmel Estate Residence Lot A LPF, a limited partnership fund focused on U.S. real estate private credit investments. This represents another strategic step in DL Holdings’ global asset allocation and digital asset initiatives, and positions DL Holdings to become the first Hong Kong-listed company to distribute real estate credit returns to shareholders in tokenized Real World Asset (RWA) form.

Prior to this transaction, the Securities and Futures Commission (SFC) of Hong Kong formally approved two RWA tokenization projects led by DL Holdings: the tokenization of a commercial real estate interest (DL Tower) and the tokenization of a private equity interest (Animoca Brands). Both were first-of-their-kind approvals. These approvals fully reflect the regulator’s high recognition of DL Holdings’ pioneering work in the RWA sector. DL Holdings will once again create a Hong Kong first — launching the city’s first luxury residential RWA.

The investment structure is straightforward. The Fund will provide a US$5 million loan to Carmel Reserve LLC to finance the construction of a signature ultra-luxury art residence within Phase I of the ONE Carmel development. The loan carries a two-year maturity with an annual coupon of 8%. Completion of the residence is expected to play a significant role in marketing and sales activities for the broader development, and is considered a key milestone in the project’s overall execution.

As an investor in the Fund, DL Holdings is entitled to two sources of return: a fixed annual return of 8%; and 20% participation in returns generated above the fixed yield threshold. The investment term is two years, with an option to extend for an additional year.

What is ONE Carmel?

ONE Carmel is located in Carmel Valley, Monterey County, California. Spanning approximately 3.6 square kilometers, the master-planned community comprises 66 individual ultra-luxury art residence lots, each averaging around 20,000 square meters. Situated near California’s iconic Highway 1 and the world-renowned Pebble Beach Golf Links, the project sits in the heartland of one of Northern California’s most established affluent residential regions. It represents the newest — and the last — large-scale residential development on this land, and has received a Final Subdivision Public Report issued by the California Department of Real Estate (DRE).

The significance of ONE Carmel lies not merely in its luxury positioning, but in its underlying scarcity value. In real estate, genuine scarcity emerges only when three factors converge simultaneously: an irreplaceable location; significant barriers to regulatory approval; and no further supply of developable land. ONE Carmel possesses all three. DL Holdings believes these attributes give the project strong potential for Real World Asset (RWA) tokenization. The Group’s limited partnership interest may provide an additional channel for its digital asset strategy and could be distributed to shareholders as a special dividend in RWA form.

Understanding Real World Assets (RWAs)

RWA tokenization refers to representing ownership interests in tangible or financial assets through blockchain-based digital tokens. To illustrate: a commercial building is highly valuable, but unlike a publicly traded share it cannot be divided and transferred in small units. Through tokenization, ownership rights can be represented by digital certificates, with each certificate corresponding to a fractional economic interest in the underlying asset. Ownership, transfers, and distributions are recorded on the blockchain in a transparent and immutable manner. At present, Hong Kong has not yet established a secondary trading market for such RWA tokens. Consequently, these certificates represent economic claims on the underlying assets rather than freely tradable securities, and cannot yet be bought or sold on an exchange. This is a constraint under the current regulatory framework; even so, DL Holdings remains highly confident in the future of digital finance.

On 24 February 2026, the SFC approved two RWA tokenization products sponsored by DL Holdings: a limited partnership fund holding interests in DL Tower, a commercial property in Central, Hong Kong, valued at HK$60 million; and a limited partnership fund investing in Animoca Brands. These were Hong Kong’s first approved commercial real estate and private equity RWA projects. Including the approximately HK$40 million equivalent investment in ONE Carmel, the aggregate value of on-chain assets DL Holdings is distributing to shareholders as dividends will reach approximately HK$100 million, and the project establishes Hong Kong’s first replicable pathway for luxury residential RWA. DL Holdings’ total on-chain asset portfolio now exceeds HK$500 million.

DL Holdings’ continued innovation in the RWA sector aligns closely with the Hong Kong SAR Government’s proactive embrace of Web3.0, blockchain, and digital finance. In its Policy Statement on Development of Virtual Assets in Hong Kong (31 October 2022), the Government stated that “Web3.0 has the potential to become a future trend in finance and commerce… we are committed to the sustainable development of financial services across the entire virtual asset value chain.” Financial Secretary Paul Chan has further called for advancing the use of tokenized assets and upgrading financial infrastructure. The Hong Kong Monetary Authority, through its Ensemble project, has focused on sandbox testing for the settlement of tokenized assets, substantively exploring the deployment of distributed ledger technology for real-world assets. The SFC’s successive approvals of DL Holdings’ commercial real estate and private equity tokenization projects can be seen as concrete regulatory practice under this top-level policy framework. By bringing real-world assets on-chain through compliant structures, DL Holdings’ efforts resonate clearly with Hong Kong’s official vision of becoming a global digital asset hub — demonstrating market innovation and a welcoming regulatory stance moving in the same direction.

RWA Special Dividends: A New Paradigm for Hong Kong

A traditional dividend distributes corporate profits to shareholders in cash. Once received, shareholders have no further direct claim on the underlying assets. An RWA special dividend is fundamentally different: instead of cash, shareholders receive digital tokens anchored to a real asset. The asset’s appreciation, income distribution, and eventual disposal all remain economically linked to the token holder. Put differently — a cash dividend means “the company made money and gives it to you”; an RWA dividend means “the company places the rights to a portion of an asset directly into your hands.” The former is a one-off transaction; the latter is a continuing right.

Mr. Andy Chen, Chairman and Chief Executive Officer of DL Holdings, stated: “The Group’s investment in and tokenization plan for ONE Carmel carry unique value. It was only through extensive efforts within the SFC framework that DL Holdings successfully advanced the DL Tower RWA plan, pioneering Hong Kong’s first compliant and replicable RWA business model. The tokenization of the U.S. luxury residence ONE Carmel is another of DL Holdings’ endeavors in the RWA space, and reflects our consistent DNA: to be a pioneer and explorer of the rules.” DL Holdings will provide real-time visibility into the luxury residence’s construction progress, so that all RWA holders and potential investors can follow the project’s development — an ultra-high level of transparency for physical assets on-chain that is likewise a world first.

The key words here are not “luxury residential”, but “compliant” and “replicable”. DL Holdings’ goal is not to complete a single transaction, but to prove out a viable pathway within the SFC’s regulatory framework — one along which subsequent assets can continue to enter the market by following the same route.

Building a Digital Asset Ecosystem

ONE Carmel is an important piece of DL Holdings’ broader digital asset ecosystem. The Group’s digital finance strategy extends beyond real estate RWA to areas including Bitcoin hash power (mining), AI-driven investment platforms, and computing-power infrastructure. Under DL Holdings’ plans, many of these assets may likewise enter the RWA track in the future, ultimately forming a synergistic, mutually reinforcing digital finance ecosystem. This is a Hong Kong-listed company’s systematic answer, within the current regulatory framework, to the question of how traditional assets can interface with blockchain technology.

For shareholders, the true significance of the ONE Carmel investment may lie not in the size of the US$5 million commitment, but in the principle it validates: genuinely high-value real-world assets can, on a compliant basis, be digitized, fractionalized, and delivered into the hands of ordinary investors — with no intermediaries, no complex legal-structure changes, requiring only a token and a system design that can withstand regulatory scrutiny.

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SOURCE DL Holdings

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