Hydreight closes acquisition of 5% of Perfect Scripts

Executive Summary

• Hydreight Technologies Inc. has closed a strategic partnership and equity acquisition with Perfect Scripts LLC, acquiring an initial 5% equity stake with an option to increase up to 40%.
• The transaction involves the issuance of 2.25 million common shares to Perfect Scripts and establishes a partnership to launch a 503B pharmacy in the United States, securing preferential pricing and supply chain integration.
• Hydreight also announced the termination of a previously proposed acquisition of an AI agent from Auxano One LLC.

Key Details

• Equity Acquisition: Hydreight acquired an initial 5% membership interest in Perfect Scripts LLC.
• Consideration: Payment was made via 2.25 million common shares of Hydreight.
• Deemed Price: The shares were issued at a deemed price of $2.30 per share.
• Valuation: The total deemed value of the transaction was $5,175,000 (2.25M shares * $2.30).
• Finder’s Fee: Hydreight paid a cash finder's fee of $258,750, representing 5% of the deemed transaction value.
• Strategic Partnership Terms:
  • Hydreight and Perfect Scripts agreed to partner to start a 503B pharmacy in the United States.
  • Hydreight receives the lowest pricing for all products sold or made available by Perfect Scripts or its subsidiaries.
• Option to Increase Stake: Hydreight has the right to acquire up to an aggregate 40% interest in Perfect Scripts, subject to conditions.
• Share Issuance Restrictions:
  • Hydreight agreed not to issue more than 12 million additional shares to Perfect Scripts in total (excluding the initial compensation shares).
  • Hydreight agreed not to issue shares if Perfect Scripts would own more than 9.9% of Hydreight’s issued and outstanding shares after such issuance.
• Vesting Schedule: The 2.25 million compensation shares vest in 25% increments every 1.5 months, becoming fully vested six months post-issuance.
• Sale Restrictions: Perfect Scripts may sell a maximum number of shares equal to 5% of the five-day average daily trading volume of Hydreight on the TSX Venture Exchange for the immediately prior five trading days.
• Regulatory Status: Shares issued under prospectus exemptions (NI 45-106) and U.S. federal/state exemptions, subject to a four-month statutory hold period in Canada and other applicable U.S. hold periods.
• Perfect Scripts Operations:
  • Parent company of PerfectRx LLC and PerfectionRx LLC.
  • Owns proprietary technology, PerfectOS.
  • PerfectRx is a 503A retail dispensing pharmacy in Iowa with a data analytic team.
  • PerfectionRx operates a 30,000-square-foot licensed pharmacy and distribution center in Florida.
  • PerfectRx is a nationally licensed, HIPAA-compliant mail-order pharmacy operating in all 50 states, capable of shipping brand name, 503A, and 503B compounded medications.
  • Processes over 150,000 prescriptions per day with scalable infrastructure.
• Terminated Transaction: Hydreight elected not to proceed with the proposed acquisition of a Dynamic IV therapy support AI agent from Auxano One LLC, terminating the letter of intent dated Sept. 5, 2025.

Notable Quotes

• Shane Madden, CEO of Hydreight: "This strategic deal locks in a rock-solid pillar for Hydreight's next stage of growth. By controlling production, distribution and pricing for key pharmaceuticals, we're boosting our pharmacy margins, securing a consistent supply chain and deepening our defensibility with true vertical integration... 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."
• Brandon Rainone, Founder and Managing Member of Perfect Scripts: "We're very happy to be partnering with Hydreight and VSDHOne. Hydreight offers a unique and comprehensive legal and technology framework that we believe represents the future of personal care and the only truly compliant way to access pharmaceutical products."