CloudMD Software & Services Inc. (TSXV: DOC, OTCQB: DOCRF, Frankfurt: 6PH) (the “Company” or “CloudMD”), a healthcare technology company revolutionizing the delivery of care, is pleased to announce that it has closed the acquisition of IDYA4, a leading health technology company focused on data interoperability and cybersecurity based in the United States.

Built on over 20 years of experience, the IDYA4 team has been at the forefront of the development of information sharing and interoperability solutions across all 50 states for clients including the US Department of Justice, the US Department of Homeland Security, US Health and Human Services, and National Intelligence.

IDYA4 is the technology backbone of CloudMD’s integration of its healthcare solutions providing one, digitally connected, patient-focused platform. Initial stages of the integration are well underway and IDYA4 is already integrated with Snapclarity, Livecare and iMD Health. The Company will be deploying a fully unified product offering to partners and enterprise clients within the next few months. The combined technology will also be valuable as CloudMD continues to emphasize patient engagement through connected technology, healthcare portals, telehealth applications, and wearable devices.  

Real Time Intervention Platform for Substance Use Disorder

Upon closing of the acquisition, the Company can now focus on the continued expansion of IDYA4’s Real Time Intervention Platform (“RTIP”) for Substance Use Disorder (“SUD”) across North America to help and support the growing addiction crisis.

The COVID-19 pandemic has affected communities across North America and the number of Substance Use Disorders is on a rise resulting in fatal overdoses. Over 81,000 drug overdose deaths occurred in the United States in the 12 months ending in May 2020, the highest number of overdose deaths ever recorded in a 12-month period according to recent provisional data from the Centers for Disease Control and Prevention (“CDC”)1. Canada is facing similar challenges where between April and June 2020, there were over 1,628 opioid toxicity-related deaths, resulting in a startling 54% increase from the year before. Nearly 97% of these deaths were found to be accidental2.

In mid-August 2020, the CDC revealed the results of a survey conducted in late June 2020 that opens a window into just how serious the psychological and emotional impact of the Coronavirus pandemic is for Americans. The survey shows that reports of anxiety disorder symptoms were about three times those reported in the second quarter of 2019 (25.5% versus 8.1%), and depressive disorder was about four times that reported in Q2 2019 (24.3% versus 6.5%). CDC also said 13.3% of respondents reported starting or increasing substance abuse (including drugs and alcohol). In addition, more than twice as many respondents reported serious consideration of suicide in the previous 30 days than did adults in the US in 2018, referring to the previous 12 months (10.7% versus 4.3%).

The RTIP for SUD is an innovative, health data integration and security technology solution leveraging various information sharing standards and is already operational across 38 states and local agencies to address the opioids crisis. Some of these agencies include Bergen County Prosecutors Office, New Jersey, Passaic County Prosecutors Office New Jersey, and the Executive office Public Safety and Security at Commonwealth of Massachusetts. 

These state level agencies have received funding from the US Department of Justice, CDC, Center for Medicaid Services (“CMS”) and the Office of the National Coordinator for Health Information Technology (“ONC”) to implement RTIP in keeping their communities healthier and safer. The Company plans on expanding and scaling the platform further across the United States and in Canada.

RTIP for SUD enables broader collaboration among behavioral health, human services, and justice professionals to share information within the bounds of policies and laws like The Health Insurance Portability and Accountability Act of 1996 (HIPAA), Criminal Justice Information Sharing and the ONC’s Interoperability Rule to enable access to patient health data and to view individual's historical data to help them get the right treatment and services for successful rehabilitation process. The platform provides real time analysis on the needs of the individuals to ensure successful rehabilitation.

Dr. Amit Mathur, President of CloudMD, “We are very excited to close the acquisition of IDYA4 as it provides us with the technology backbone for our integrated health services platform which connects all our healthtech solutions into one seamless experience. Equally exciting is our ability to scale across North America with programs like the Substance Use Disorder platform and already established partnerships at the highest level of Government agencies. We will use the RTIP platform to provide similar solutions in Canada to assist in addressing the enormous issue of opioid and substance use made even worse as a result of the COVID-19 pandemic.”

IDYA4 generated approximately US$4.4 million in revenues with earnings before interest, taxes, depreciation and amortization (“EBITDA”) margins exceeding 31% over the 12-month period ending December 31, 2020. Since announcing the binding agreement in December 2020, IDYA4 has launched a number of national programs and closed various new contracts that will generate US$1.5 million.

From IDYA4’s currently commercialized products, the Company expects IDYA4 to achieve an annual pro forma revenue growth rate greater than 45%, calculated based on expected revenue from currently committed and high probability contracts forecasted to generate annual gross revenue greater than US$6 million and US$8.5 million in calendar years 2021 and 2022, respectively. A total of 30 per cent of the total consideration for the acquisition amounting to $4.44-million (U.S.) is based on two performance-based earnouts, 15 per cent each, that are contingent on meeting these forecasted revenue targets.

Terms of Agreement

In consideration for the purchase of 100% of the issued and outstanding IDYA4 securities, CloudMD has paid US$14.8 million as follows: (i) US$3.7 million in cash, subject to a working capital adjustment; (ii) US$6.66 million in common shares of the Company; and (iii) a performance based earnout. See press release dated December 17, 2020 for full terms.

About IDYA4

IDYA4 is a health data integration and a data security company working to transform businesses through improved data management, security and integration, as well as protection against today’s ever-changing cyber threats. IDYA4 works to achieve the best possible outcomes for its clients while striving to build safer and healthier communities worldwide. For more information visit www.IDYA4.com

About CloudMD Software & Services

CloudMD is digitizing the delivery of healthcare by providing a patient centric approach, with an emphasis on continuity of care. The Company offers SaaS-based health technology solutions to healthcare providers across North America and has developed proprietary technology that delivers quality healthcare through a holistic offering including hybrid primary care clinics, specialist care, telemedicine, mental health support, educational resources and artificial intelligence (AI). CloudMD currently services a combined ecosystem of over 7,000 psychiatrists, approximately 4,500 therapists and counsellors, approximately 4,000 psychologists, over 22,000 family physicians, over 34,000 medical specialists, over 1,500 allied health professionals, over 500 clinics, and 8 million patient charts across North America. CloudMD’s Enterprise Health Solutions Division includes one of the top 4 Employee Assistance Programs in Canada and offers one comprehensive, digitally connected platform for corporations, insurers and advisors to better manage the health and wellness of their employees and customers. For more information visit: www.cloudmd.ca.

ON BEHALF OF THE BOARD OF DIRECTORS        “Dr. Essam Hamza, MD"Chief Executive Officer

FOR ADDITIONAL INFORMATION CONTACT:

Julia BeckerVP, Investor Relations julia@cloudmd.ca

Forward Looking Statements

This news release contains forward-looking statements that are based on CloudMD’s expectations, estimates and projections regarding its business and the economic environment in which it operates, including with respect to its business plans. Although CloudMD believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Therefore, actual outcomes and results may differ materially from those expressed in these forward-looking statements and readers should not place undue reliance on such statements. These forward-looking statements speak only as of the date on which they are made, and CloudMD undertakes no obligation to update them publicly to reflect new information or the occurrence of future events or circumstances, unless otherwise required to do so by law.

Non-GAAP and Non-IFRS Measures

This press release refers to “EBITDA” and “EBITDA margins” which are non-GAAP and non-IFRS financial measures that do not have a standardized meaning prescribed by GAAP or IFRS. The Company’s presentation of these financial measures may not be comparable to similarly titled measures used by other companies. These financial measures are intended to provide additional information to investors concerning the Company’s and IDYA4’s performance. EBITDA is defined as earnings before interest, taxes, depreciation and amortization and EBITDA margins is defined as EBITDA as a percent of total revenue. EBITDA and EBITDA margins are Non-IFRS measures the Company uses as an indicator of financial health and excludes several items which may be useful in the consideration of the financial condition of the Company and IDYA4, as applicable, including interest expense, income taxes, depreciation, and amortization.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

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1 https://www.cdc.gov/media/releases/2020/p1218-overdose-deaths-covid-19.html2 https://thefulcrum.ca/features/the-epidemic-within-a-pandemic-opioid-overdoses-continue-to-make-an-impact-during-covid-19/

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