Pathkey.AI Ltd (ASX:PKY) has entered a binding share purchase agreement for the right to acquire 100% of Singapore-based Chipforge Pte Ltd, an AI-driven semiconductor hardware design and verification technology company.
The agreement gives Pathkey an irrevocable option to acquire Chipforge within two months, with the option period able to be extended by a further two months on payment of a $200,000 extension fee.
Consideration for the acquisition comprises 560 million Pathkey shares and 150 million performance rights, subject to shareholder and regulatory approvals.
The performance rights are split into 2 equal tranches of 75 million rights. The first tranche vests if Pathkey announces the demonstration of a minimum viable product based on Chipforge intellectual property within 9 months of issue, subject to independent expert verification.
The second tranche vests if Pathkey enters at least 1 binding commercial agreement using the Chipforge IP with a credible customer that will deliver revenue within 12 months.
Pathkey will also repay up to $500,000 of Chipforge debt on completion. No capital raising is currently planned for the transaction.
Adds semiconductor AI capability
Chipforge is developing an agentic AI platform designed to translate high-level chip design intent into verified, synthesisable hardware code.
The company says the technology targets one of the key bottlenecks in semiconductor development, where custom chip design can take 12 to 24 months and cost millions of dollars.
Its platform uses AI agents to generate hardware designs, build verification tests and progress designs through synthesis and implementation on FPGA hardware, with a roadmap extending toward ASIC development.
Strategic fit with TrialKey
The acquisition is set to broaden Pathkey's AI activities beyond clinical trial optimisation and into semiconductor design and engineering workflows.
Both TrialKey and Chipforge use agent-based AI architecture, large-language-model functionality and iterative optimisation methods to generate, test and refine outputs.
Pathkey expects know-how from TrialKey — including unstructured data ingestion, automated verification, dataset construction and pipeline architecture — to support development of the Chipforge platform.
What’s next
Pathkey intends to complete confirmatory due diligence during the option period and dispatch a notice of meeting to shareholders, with approvals required for the issue of the consideration shares and performance rights.
The indicative timetable points to a shareholder meeting on 15 June 2026 and completion on June 18, 2026, subject to conditions being satisfied or waived.
The company has allocated $1.5 million over the next 12 months to development of the Chipforge platform, alongside $1.55 million for TrialKey development.