Hydreight Technologies Acquires 5% Equity Stake in Perfect Scripts, LLC, with Option to Increase up to 40%, and Establishes Strategic Partnership

Executive Summary

• Hydreight Technologies closed its previously announced transaction with Perfect Scripts, acquiring an initial 5% membership interest in exchange for 2,250,000 common shares (deemed CAD $2.30 per share).
• The agreement grants Hydreight a pro‑rata right to maintain its stake and an option to increase ownership up to 40%, subject to caps that limit Perfect Scripts to less than 9.9% of Hydreight’s outstanding shares.
• A cash finder’s fee of $258,750 was paid; the transaction is expected to enhance Hydreight’s pharmacy margins, supply‑chain control, and overall valuation multiple.

Key Details

• Equity Consideration: 2,250,000 Hydreight common shares issued at a deemed price of CAD $2.30 per share (Hydreight Compensation Shares).
• Initial Ownership: 5% membership interest in Perfect Scripts acquired by Hydreight.
• Pro‑Rata & Option Rights:
• Right to maintain pro‑rata ownership in Perfect Scripts.
• Option to acquire up to an aggregate 40% of Perfect Scripts’ outstanding membership interests, subject to:
  • No more than 12,000,000 additional Hydreight shares may be issued to Perfect Scripts (excluding the initial Compensation Shares).
  • After any issuance, Perfect Scripts must hold <9.9% of Hydreight’s total issued and outstanding shares.
• Finder’s Fee: $258,750 cash paid to a finder (5% of the deemed transaction value).
• Share Vesting & Sale Restrictions:
• Vesting in 25% increments every 1.5 months; fully vested after 6 months from issuance.
• Sale restriction limited to 5% of the five‑day average daily trading volume of Hydreight’s TSX Venture shares for the prior five trading days.
• Regulatory Exemptions: Shares issued under NI 45‑106 prospectus exemptions; subject to a four‑month statutory hold period in Canada and applicable U.S. securities law hold periods, with legends attached.
• Strategic Benefits (CEO Quote): “Locks in a rock‑solid pillar for Hydreight’s next stage of growth… more margin, more protection, and more upside.” Forecasted U.S. compounding pharmacy market to grow from $6.31 bn (2024) to $10.76 bn (2033).
• Termination of Prior Deal: Hydreight elected not to proceed with the proposed acquisition of Auxano One’s Dynamic IV Therapy Support AI Agent; LOI terminated.

Notable Quotes

“This strategic deal locks in a rock‑solid pillar for Hydreight’s next stage of growth… Bottom line: this is more margin, more protection, and more upside — the kind of infrastructure that expands our product lineup and positions Hydreight for a stronger valuation multiple.” – Shane Madden, CEO, Hydreight Technologies

“We’re very happy to be partnering with Hydreight and VSDHOne… represents the future of personal care—and the only truly compliant way to access pharmaceutical products.” – Brandon Rainone, Founder & Managing Member, Perfect Scripts