• Strategic Acquisition: Custom Health announces the closing of the acquisition of substantially all of the operating assets of InnovativeRx US Holdings, Inc. ("InnovativeRx") to expand its integrated healthcare infrastructure across North America. InnovativeRx is an existing operational partner already utilizing Custom Health's proprietary AdhereNet® platform, enabling streamlined integration and workflow continuity.

• Financial information: The InnovativeRx acquisition is expected to be immediately accretive to Custom Health. Based on approximate preliminary unaudited Q1-2026 financials for the period ending March 31, 2026, InnovativeRx is expected to add US$34.3 million revenue¹ and US$2.53 million of EBITDA² annually to Custom Health's financial profile.

• Geographic & Clinical Scale: The acquisition is expected to expand Custom Health's operational footprint across Indiana and Ohio, strengthening support for complex and chronic care patient populations in both states while also providing the operations foundation for potential expansion in surrounding states.

• Connected Care Infrastructure: The transaction is expected to advance Custom Health's AI-enabled platform integrating pharmacy operations, in-home technology, and pharmacist-led clinical oversight into a coordinated care model.

Kelowna, British Columbia--(Newsfile Corp. - June 10, 2026) - Custom Health Holdings Inc. ("Custom Health" or the "Company"), a vertically integrated, tech-enabled care platform, is pleased to announce that Custom Health Inc. has closed its acquisition of substantially all of the operating assets of InnovativeRx US Holdings, Inc. ("InnovativeRx") through the merger of the operating subsidiaries of InnovativeRx, including InnovativeRx North Ohio, Inc. and Flywheel Healthcare, LLC, into a wholly owned subsidiary of Custom Health Inc. effective June 3, 2026 (the "Transaction").

The Transaction strengthens Custom Health's integrated pharmacy and clinical infrastructure across the United States, expanding the Company's operational footprint in Indiana and Ohio and providing the operational foundation for expansion in surrounding states while further advancing its connected medication management platform.

InnovativeRx is an existing operational partner which previously utilized Custom Health's technology and supported Custom Health patient programs across multiple markets. As a result, the Transaction is expected to provide significant workflow continuity and operational alignment while accelerating integration across pharmacy operations, patient engagement, and clinical oversight.

The total Transaction value is approximately US$16.55 million, consisting of a combination of cash and equity consideration, subject to customary adjustments.

"This Transaction represents a natural evolution of an already deeply integrated operating relationship," said Shane Bishop, Founder and Chief Executive Officer of Custom Health. "Medication therapy does not end when a prescription is written or dispensed. The challenge across healthcare is maintaining visibility into whether therapy is actually working once patients return home. InnovativeRx has already been supporting patients through our broader ecosystem and utilizing our technology infrastructure. Bringing these operations fully into Custom Health strengthens our pharmacy platform, expands our reach across key U.S. markets, and further aligns our operational infrastructure as we continue scaling the business."

Custom Health's infrastructure platform combines pharmacy operations, in-home technology, and pharmacist-led clinical oversight to create continuous visibility into medication therapy between healthcare visits. Powered by the Company's proprietary AdhereNet® platform, Custom Health supports medication adherence, patient engagement, and earlier clinical intervention across chronic care and complex medication populations.

The Transaction is expected to:

• Expand Custom Health's integrated pharmacy operations across Indiana and Ohio and provide the opportunity for expansion in surrounding states.

• Strengthen localized medication management and patient onboarding capabilities.

• Increase operational scale supporting payer, provider, and government programs.

• Further integrate pharmacy workflows within the Custom Health technology ecosystem.

• Expand pharmacist-led clinical engagement and adherence programs.

• Support measurable improvements in medication adherence and patient outcomes.

In addition to the strategic and operational benefits of the Transaction, the Transaction is expected to be immediately accretive to Custom Health. Based on management prepared preliminary unaudited financial results for the quarter ended March 31, 2026, InnovativeRx is expected to contribute approximately US$34.3 million in annual revenue¹ and US$2.53 million in annual EBITDA² to Custom Health. The acquisition further enhances the Company's financial profile by increasing scale across its integrated pharmacy and clinical operations while creating additional opportunities for operational efficiencies and technology-enabled growth.

"Custom Health has built a differentiated infrastructure model designed to improve visibility into medication therapy and support better patient outcomes," said Brent Herman, Chief Executive Officer of InnovativeRx. "Because our teams and systems are already closely aligned operationally, we believe this transaction creates a strong foundation for continued growth and long-term value creation while not only maintaining the exceptional service expected by existing customers but also enhancing our tools, resources and opportunities to improve our service offering to increase medication adherence and patient outcomes."

Terms of the Transaction

The total consideration for the InnovativeRx acquisition is US$16,550,000, paid by Custom Health as follows: (i) up to US$9,800,000 paid in shares of Class A Common Stock of Custom Health, Inc., and (ii) up to US$6,750,000 paid in cash, which cash covered payments made to certain debenture holders of InnovativeRx, subject to certain agreed holdback amounts and adjustments.

About Custom Health

Custom Health is an AI-enabled healthcare technology company that operates an infrastructure platform designed to ensure medication therapy works as intended. The Company connects in-home technology, pharmacy, and pharmacist-led clinicians to create continuous visibility into a patient's therapy. Powered by the proprietary AdhereNet® platform, Custom Health operates an integrated pharmacy network across Canada and the U.S. as part of its broader infrastructure, supporting medication delivery, continuous monitoring, and clinical action to enable earlier engagement and support improved outcomes. To learn more, visit customhealth.com.

On Behalf of Custom Health Holdings Inc.
Shane Bishop
Chief Executive Officer and Director

Cautionary Note Regarding Financial Disclosure

Past financial performance is not indicative of future financial performance. Forward-looking financial information with respect to financial outlook and future oriented financial results contained in this press release may differ materially from the actual operating results as a result of, among other things, the factors described under "Cautionary Statements Regarding Forward-Looking Information".

¹ Annualized revenue figures are calculated on the basis of the revenue of InnovativeRx contained in the management prepared preliminary financial statements of InnovativeRx for the quarter ended March 31, 2026, projected into an annualized figure by multiplying the quarterly revenue contained in such financial statements by four. For the three months ended March 31, 2026, InnovativeRx also incurred total expenses of US$1.602 million (US$1.459 excluding depreciation, amortization and interest). Management believes that these measures provide useful information regarding InnovativeRx's operating performance and uses them to evaluate the underlying performance of the business. There is no guarantee that the Company or InnovativeRx will actually achieve such financial results.

² This press release contains references to certain non-IFRS financial measures and supplementary financial measures, including EBITDA. These measures are not recognized financial measures under IFRS Accounting Standards, do not have any standardized meaning prescribed by IFRS Accounting Standards and therefore may not be comparable to similar measures presented by other entities. Management believes that these measures provide useful supplemental information regarding the Company's and InnovativeRx's operating performance and uses them to evaluate the underlying performance of the business. These measures should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS Accounting Standards. Readers are cautioned not to place undue reliance on these measures.

EBITDA is defined as earnings before income taxes, less interest expense, interest income, depreciation and amortization, stock-based compensation, reverse acquisition listing expense, and other one-time or non-recurring items. EBITDA is presented because management believes it provides useful supplemental information regarding the Company's and InnovativeRx's operating performance by excluding non-cash items and items that are not reflective of the ongoing operations of the business. A reconciliation of income before income taxes to EBITDA is presented below.

Reconciliation of Income Before Income Taxes to EBITDA for InnovativeRx for the three months ended March 31, 2026

Annualized EBITDA figures are calculated on the basis of the EBITDA of InnovativeRx as calculated above based upon the financial figures contained in the management prepared preliminary financial statements of InnovativeRx for the quarter ended March 31, 2026, projected into an annualized figure by multiplying the quarterly EBITDA contained in such financial statements by four. There is no guarantee that the Company or InnovativeRx will actually achieve such financial results.

Cautionary Note Regarding Forward-Looking Information

This press release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including, without limitation, statements regarding any benefits that may be derived from the Transaction including any operational synergies, business opportunities or financial results that may be derived as a result of the Transaction. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "estimates", "intends", "anticipates", "believes" or variations of such words and phrases or state that certain actions, events, or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking-statements.

Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking statements reflect current beliefs of management of the Company and InnovativeRx with respect to future events and are based on information currently available to management including the reasonable assumptions, estimates, analysis and opinions of management of the Company and InnovativeRx considering their experience, perception of trends, current conditions and expected developments as well as other factors that management believes to be relevant as at the date such statements are made.

Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results, events, performance or achievements of the Company to differ materially from current expectations or future results, performance or achievements expressed or implied by the forward-looking information contained in this news release. There is a risk that some or all the expected benefits of the Transaction may fail to materialize or may not occur within the time periods anticipated by the Company. The challenge of coordinating previously independent businesses makes evaluating the business and future financial prospects of the Company following the Transaction difficult. Material risks and uncertainties that could cause actual results to differ from forward-looking statements include, without limitation, the inherent uncertainty associated with the financial and other projections (including projections relating to revenue and EBITDA) as well as market changes arising from Canadian and United States governmental actions or market conditions; the prompt and effective integration of the business and operations of InnovativeRx into the Company not being possible or as currently expected; the ability to achieve the anticipated synergies and value-creation contemplated by the Transaction not being possible or being delayed; regulatory hurdles and approvals may be delayed or not be obtained as expected; the response of business partners and retention as a result of the Transaction being negative, including, that previous customers of InnovativeRx may elect to move their business elsewhere as a result of the Transaction; the impact of competitive responses to the Transaction negatively impacting the Company; the ability to achieve the expected growth and operational synergies not being possible; the risk that the assets and business of InnovativeRx acquired by the Company pursuant to the Transaction may not achieve the results expected by the Company; and the diversion of management time on Transaction related issues. Readers are cautioned that the foregoing list of factors is not exhaustive. Other risks and uncertainties not presently known to the Company or that the Company presently believe are not material could also cause actual results or events to differ materially from those expressed in the forward-looking statements contained herein. For a more detailed discussion of risks and other factors, see the factors and risks disclosed in the Company's most recent management's discussion and analysis and other Company documents filed from time to time on the Company's profile on SEDAR+ at www.sedarplus.ca. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.

Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, and no assurance can be given that such events will occur in the disclosed time frames or at all. The forward-looking information included in this news release are made as of the date of this news release and the Company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/300858

Source: Custom Health Holdings Inc.