Mr. Shane Bishop reports

CUSTOM HEALTH TO ACQUIRE SPENCER HEALTH SOLUTIONS, STRENGTHENING ITS MEDICATION MANAGEMENT INFRASTRUCTURE AT HOME

Custom Health Holdings Inc. has entered into a binding agreement to acquire all of the issued and outstanding equity interests of Spencer Health Solutions Inc., the developer of the Spencer smart medication dispenser and in-home monitoring platform. The transaction is expected to deliver meaningful financial benefits, including margin expansion through the elimination of third party support and infrastructure fees, reduced device costs, and full ownership and control of Spencer's intellectual property and product road map.

• Custom Health has entered into a definitive agreement to acquire Spencer Health Solutions, which is expected to unite Custom Health's pharmacist-led medication management platform with the Spencer in-home smart dispensing and monitoring system, bringing an important in-home medication technology capability fully in-house and further strengthening Custom Health's medication management at home.
• The transaction is expected to expand the corporation's margins by eliminating third party support and infrastructure fees and reducing device costs, while giving Custom Health full ownership of Spencer's intellectual property, product road map and real-world adherence data platform.

Strategic rationale

Custom Health currently deploys Spencer as part of its medication management model. The acquisition is expected to bring the technology fully in-house, aligning the product road map and engineering directly with Custom Health's pharmacy and clinical operations, strengthening the proprietary foundation built with AdhereNet, and supporting continued scale across North America.

Dispensing events and patient signals flow into Custom Health's AdhereNet platform, where artificial-intelligence-enabled workflows help surface emerging issues and prioritize patients for clinical attention. Custom Health's pharmacist-led clinicians can act on those signals by following up with patients, engaging authorized caregivers when appropriate and co-ordinating with prescribing providers. This supports the delivery of remote patient monitoring (RPM) and remote therapeutic monitoring (RTM) programs as ongoing services rather than periodic check-ins. For patients and caregivers, this can provide greater support, insight and connection at home. For health plans and providers, it can enable earlier engagement and more informed clinical action.

Shane Bishop, chief executive officer of Custom Health, commented: "Spencer's technology has already proven itself as an important part of how we deliver continuous, real-time visibility into medication use at home, including remote therapeutic monitoring. Bringing Spencer fully into the Custom Health family is expected to strengthen our ability to scale that capability across our growing pharmacy network. This acquisition represents another step in Custom Health's strategy of building the infrastructure for medication management at home by expanding capabilities and creating more opportunities to deploy technology-enabled, pharmacist-led care. It is expected to bring important device technology fully in-house, aligning product development and engineering directly with our pharmacy and clinical operations, while strengthening the proprietary foundation we've built with AdhereNet. We look forward to welcoming the Spencer team to Custom Health upon completion of the acquisition as we continue to scale our medication management capabilities across North America."

Transaction summary

The transaction will be effected by way of a statutory merger between Spencer and a wholly owned subsidiary of the corporation, with Spencer surviving as a wholly owned subsidiary of Custom Health. In connection with the transaction, the corporation expects to pay consideration consisting of up to $1.5-million (U.S.) in cash and stock consideration to be delivered through prefinanced warrants exercisable for common shares of the corporation at any time from 90 days following the closing of the transaction until 15 months following the closing based on the market price of the shares at the time of exercise of each applicable warrant with an aggregate value of approximately $23.5-million (U.S.) (subject to adjustments for working capital and other amounts as set out in the agreement) plus a 12-per-cent annualized gross-up adjustment amount for each warrant calculated based on the actual number of days elapsed from the closing to the date of exercise of each warrant all in accordance with their terms. The number of shares issuable upon the exercise of the warrants is subject to certain additional issuance limits as agreed between the parties to the agreement and in accordance with certain issuance limits pursuant to the policies of the Toronto Stock Exchange, including an aggregate cap of 24.999 per cent on the number of shares issuable pursuant to the transaction and an individual cap of 19.99 per cent of the number of shares issued and outstanding immediately prior to closing in accordance with TSX policies, with the equivalent value of any such unissued shares to be recognized by the issuance of one or more promissory notes issuable by the corporation upon the exercise of the warrants.

Under the terms of this agreement, Custom Health's existing funding and forbearance arrangement with Spencer and Research Corp. Technologies Inc. will convert into full ownership by Custom Health.

Closing is expected on or about Sept. 1, 2026, subject to customary conditions, including Spencer stockholder approval, disinterested stockholder approval under Delaware law, receipt of TSX conditional approval, release of existing security interests and other customary closing conditions. Following closing, Spencer will continue to operate as a wholly owned subsidiary of Custom Health, and the Spencer team will join Custom Health.

About Custom Health Holdings Inc.

Custom Health is an AI-enabled health care technology company that is building the infrastructure for medication management at home. The corporation 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 United States as part of its broader infrastructure, supporting medication delivery, continuous monitoring, and clinical action to enable earlier engagement and support improved outcomes.

About Spencer Health Solutions Inc.

Spencer Health Solutions, headquartered in Morrisville, N.C., is the developer of the Spencer smart medication dispenser -- a Food and Drug Administration-listed Class I, cloud-connected in-home device that automates medication dispensing, captures real-time adherence data, collects patient-reported outcomes and connected vital signs, and links patients directly with pharmacists and clinicians through telehealth. The spencer platform serves patients across chronic care, specialty pharmacy and clinical trial settings.

We seek Safe Harbor.