Pangenomic enters LOI for distribution deal with Ayla

An anonymous director reports PANGENOMIC HEALTH SIGNS LETTER OF INTENT WITH AYLA BIOSCIENCE Pangenomic Health Inc. has entered into a non-binding letter of intent with Ayla BioScience Inc., a company formed under the laws of Delaware, United States, to enter into an exclusive distribution agreement and a share purchase agreement. Headquartered in the United States, with operational presence in Colombia and Jamaica, Ayla BioScience is a vertically integrated biomanufacturing company focused on developing and commercializing advanced functional food, nutraceutical and plant-based bioactive products. The company leverages proprietary solid-state fermentation and dehydration technologies that enhance efficiency and preserve the molecular integrity of bioactive compounds. Ayla BioScience has developed a diversified portfolio of products and ingredients under its ZeoMycel and Zeophytoz brands. The ZeoMycel brand focuses on functional and medicinal mushroom formulations while Zeophytoz specializes in high-quality botanical extracts, resins and biocosmetic ingredients sourced from Colombia's diverse biodiversity. Together, these divisions merge modern biotechnological processes with traditional plant-based knowledge to deliver consistent, sustainable and high-value natural products. The company's proprietary ZeoDry technology enables efficient extraction, dehydration and stabilization of active compounds from natural sources, including mushrooms and medicinal plants while minimizing waste and energy consumption. The technology serves as the foundation for Ayla's production and export strategy across the Americas. The proposed terms of the LOI, which are subject to change as diligence and negotiations progress, include: Exclusive distribution agreement: Pangenomic Health and Ayla BioScience will enter into an exclusive distribution agreement, pursuant to which Pangenomic Health will have the right to market and distribute the Zeotech products in Canada on an exclusive basis as part of a personalized medicine solution for a period of at least two years. Equity investment: Pangenomic will purchase shares in Ayla BioScience for a maximum purchase price of $150,000, payable in a combination of cash and shares of Pangenomic Health. The proposed transaction is subject to the negotiation and execution of final terms, definitive documentation, the performance of any closing conditions, and approval by the Canadian Securities Exchange, if such approval is required under the rules and policies of the exchange. Any issuance of shares is not anticipated to trigger a change of control scenario under the rules of the exchange. There can be no assurance that the proposed transaction will be completed as proposed or at all. About Pangenomic Health Inc. Pangenomic Health is a precision health company that has developed a self-care digital platform to deliver personalized, evidence-based information about natural treatments. Registered as a B.C. benefit company, Pangenomic Health has a mission to promote alternative health solutions tailored to the health profile of each individual. We seek Safe Harbor.