Custom Health Holdings Inc. has announced a proposed acquisition of Evergreen Pharmacy LLC, a specialty pharmacy based in Wisconsin, as part of its strategy to expand its pharmacy network and technology-enabled medication-management business in the United States.
Deal Snapshot
| Particular | Details |
| Acquirer | Custom Health Holdings Inc. |
| Target | Evergreen Pharmacy LLC |
| Deal Type | Proposed acquisition |
| Announcement | July 22, 2026 |
| Industry | Healthcare / Pharmaceuticals |
| Deal Value | US$3.5 million |
| Payment | Cash at closing |
| Expected Revenue Added | More than US$78 million annually |
| Evergreen 2025 Revenue | US$78.8 million |
| 2025 Normalized EBITDA | US$0.6 million |
| Headquarters / Location | West Allis, Wisconsin, U.S. |
| Pharmacy Licenses | Wisconsin, Illinois and Michigan |
| Potential Expansion | Minnesota |
| Expected Closing at Announcement | Q3 2026 |
| Acquirer Stock | TSX: CHLT |
What Is the Current Status?
On July 22, 2026, Custom Health Holdings announced that it had entered into a binding LOI to acquire Evergreen Pharmacy LLC for US$3.5 million.
At the time, Custom Health said it expected the transaction to close during Q3 2026, subject to a definitive agreement, due diligence, regulatory and third-party approvals and other customary closing conditions.
About Custom Health Holdings
Custom Health Holdings Inc. is a healthcare technology company focused on medication management at home.
The company combines:
- Pharmacy services
- In-home medication technology
- Remote monitoring
- Pharmacist-led clinical care
- Its AdhereNet® technology platform
Custom Health says its platform is designed to connect pharmacy operations, in-home devices and clinical services so that medication use can be monitored more continuously and healthcare teams can respond when intervention is needed.
The company trades on the Toronto Stock Exchange under the ticker CHLT.
About Evergreen Pharmacy LLC
Evergreen Pharmacy LLC is a specialty pharmacy located in West Allis, Wisconsin.
Unlike a conventional retail pharmacy, Evergreen focuses on specialty and complex therapies, where patients may need additional support beyond simply receiving their medicines.
According to Custom Health, Evergreen provides services such as:
- Assistance with complex insurance approvals
- Laboratory test monitoring
- Patient education and training
- On-site and provider-clinic injection services
- Tele-pharmacy services
- Monitoring for medication side effects
- Medication adherence support
Evergreen is licensed to provide pharmacy services in Wisconsin, Illinois and Michigan, with potential expansion into Minnesota.
Why Is Custom Health Buying Evergreen?
The proposed transaction fits directly into Custom Health’s broader strategy.
Custom Health is trying to build an integrated medication-management platform where pharmacy services, technology and clinical support work together.
Evergreen gives the company an established specialty-pharmacy operation rather than requiring it to build the entire operation from the ground up.
1. Expansion in the U.S. Midwest
Evergreen gives Custom Health a stronger presence in the Midwest.
Its existing licenses cover Wisconsin, Illinois and Michigan, while Minnesota represents a potential future expansion market.
2. Access to Complex-Therapy Patients
Evergreen works with patients requiring specialty medications and long-term treatment.
Its areas of expertise include:
- Behavioral health
- Dermatology
- Gastroenterology
- Crohn’s disease
- Ulcerative colitis
- Infectious disease
- Rheumatology
- Addiction
- Pulmonology
- Osteoporosis
- Neurology
- Asthma and allergy
This is important because these patients can require continuous medication management and clinical support.
Evergreen’s Financial Performance
One of the most notable aspects of this transaction is the difference between the purchase price and Evergreen’s annual revenue.
For the 12 months ended December 31, 2025, Evergreen reported approximately:
| Financial Metric | Amount |
| Revenue | US$78.8 million |
| Normalized EBITDA | US$0.60 million |
| Q1 2026 Revenue | US$19.6 million |
| Q1 2026 Normalized EBITDA | US$0.15 million |
Custom Health said Evergreen reported positive net income during both fiscal 2025 and Q1 2026.
The numbers are based on unaudited/internal management-prepared information, so they should not be treated as audited financial statements.
Why Is the Purchase Price Only US$3.5 Million?
This is likely to attract the most attention in the deal.
Evergreen generated approximately US$78.8 million of revenue in 2025, while the proposed purchase price is only US$3.5 million.
However, revenue is not the same as profit.
Evergreen’s normalized EBITDA was only about US$0.6 million in 2025. That means the business generates a large amount of pharmacy revenue but operates with relatively low profitability.
Also, the US$3.5 million purchase price includes at least:
- US$1 million of prescription-drug inventory
- US$450,000 of net working capital
The deal also includes a US$175,000 indemnity holdback for six months after closing.
Therefore, it would be misleading to compare US$78.8 million of revenue directly with the US$3.5 million purchase price and conclude that Custom Health is buying US$78.8 million of profit.
What Custom Health Expects to Gain
The company expects Evergreen to provide several benefits.
Larger Pharmacy Network
Custom Health will gain another specialty-pharmacy operation in its U.S. network if the transaction closes.
More Patients
Evergreen’s existing patient base can potentially be connected with Custom Health’s medication-management services.
Provider Relationships
Evergreen already has relationships with healthcare providers. Custom Health believes these relationships can support additional pharmacy and clinical services.
Technology Integration
Custom Health’s strategy is not simply to own traditional pharmacies. It wants to connect pharmacies with its technology and pharmacist-led care model.
That means Evergreen could become another operating base through which Custom Health can deploy its broader medication-management infrastructure.
Custom Health’s Bigger Acquisition Strategy
Evergreen is not an isolated transaction.
Custom Health has been building its healthcare platform through acquisitions.
In June 2026, the company completed the acquisition of substantially all operating assets of InnovativeRx for approximately US$16.55 million in cash and equity. That transaction expanded its operating footprint into Indiana and Ohio.
Then, in August, Custom Health agreed to acquire Spencer Health Solutions, whose technology includes a smart medication dispenser and in-home monitoring platform.
That Spencer transaction was subsequently completed effective September 4, 2026, making Spencer a wholly owned subsidiary.
So the broader strategy can be viewed as three connected pieces:
Pharmacy network → Technology → Pharmacist-led care
Evergreen would strengthen the first part, while Spencer strengthens the technology component.
Impact on Custom Health’s Revenue
Custom Health reported Q2 2026 revenue of US$7.4 million, up 70% from US$4.3 million in Q2 2025. Pro forma revenue for the combined entity was reported at US$14.3 million for the quarter.
The company said that, after closing and integrating both Evergreen and Spencer, it expects to exceed a US$130 million annualized revenue run-rate by the end of 2026 and achieve positive EBITDA in 2027.
These are management expectations, not guaranteed results.
Key Risks and Challenges
The acquisition also carries several issues that investors and readers should understand.
1. Evergreen Deal Was Not Yet Confirmed as Closed
The biggest issue is transaction status.
The original agreement was an LOI, and closing required a definitive agreement, due diligence, regulatory approvals and other conditions.
Therefore, the transaction should not be presented as a completed acquisition unless Custom Health subsequently announces the closing.
2. Low EBITDA Relative to Revenue
Evergreen’s US$78.8 million revenue translated into only US$0.6 million of normalized EBITDA in 2025.
Integration and operational improvements will therefore be important if Custom Health wants to generate stronger profitability from the acquired business.
3. Integration Risk
Custom Health is simultaneously expanding through multiple acquisitions.
Integrating pharmacies, technology, employees, systems, patients and provider relationships can create operational complexity.
4. Regulatory Environment
Pharmacy operations involve significant regulatory requirements, including licensing, prescription handling, patient information and healthcare compliance.
The transaction itself is therefore dependent on required regulatory and third-party approvals.
What This Deal Means
The Evergreen transaction is strategically important because it would expand Custom Health’s physical pharmacy infrastructure in the U.S. Midwest.
The interesting part is that Custom Health is not simply pursuing pharmacy revenue. Its stated strategy is to connect pharmacies with its AdhereNet® platform, in-home technology and pharmacist-led care.
Evergreen’s specialty-pharmacy model also fits the company’s focus on patients with complex medication needs.
At the same time, the financial figures show why revenue alone should not be used to judge the transaction. Evergreen generated nearly US$79 million in annual revenue but only US$0.6 million in normalized EBITDA in 2025.
So the longer-term financial impact will depend heavily on integration, operating efficiency, patient growth and Custom Health’s ability to add technology-enabled services.
Source: Custom Health – Evergreen Pharmacy Acquisition Announcement — transaction terms, Evergreen financial information and expected closing conditions.
