Hydreight signs LOI to acquire Auxano's Dynamic IV

Executive Summary

• Hydreight Technologies Inc. has signed a binding Letter of Intent (LOI) to acquire or obtain usage rights to Auxano One LLC’s "Dynamic IV Therapy Support AI Agent," a clinical AI assistant designed to analyze patient data and generate personalized IV therapy and wellness treatment protocols.
• The transaction involves an initial cash payment of $70,000 USD, followed by equity issuances contingent on specific business milestones: 120,000 shares upon successful integration and operational approval, and 55,000 shares upon the generation of $5 million USD in aggregate revenue from the asset.
• The AI agent is intended to be integrated into Hydreight’s VSDHOne platform, expanding its capabilities beyond IV therapy into hormone/longevity treatments, weight management, and preventative care, leveraging a growing global market for AI in healthcare.

Key Details

• Transaction Structure: Binding Letter of Intent dated September 5, 2025, between Hydreight Technologies Inc. and Auxano One LLC (Pennsylvania-based, arm's-length entity).
• Target Asset: Dynamic IV Therapy Support AI Agent, an AI clinical assistant that processes blood panels, genetic tests, and health records to suggest optimal IV drip formulations, nutrient concentrations, and oral supplementation protocols while ensuring compliance with standard operating procedures.
• Consideration:
  • Cash: $70,000 USD paid to Auxano upon closing.
  • Equity Milestone 1: 120,000 common shares issued to Auxano upon the asset being fully functional, integrated into the VSDHOne platform and Hydreight app, operational for intended use, and approved by the company.
  • Equity Milestone 2: 55,000 common shares issued to Auxano upon the generation of $5,000,000 USD in aggregate revenue for the company and/or VSDHOne by the target asset.
  • Revenue Sharing: Auxano is entitled to certain revenue sharing rights as described in the LOI.
• Share Pricing and Terms: Shares issued at a deemed price equal to the greater of $4.20 per share and the lowest price permitted by TSX Venture Exchange policies. Issued under prospectus exemptions (NI 45-106) with a statutory hold period of four months.
• Timeline: Definitive agreement to be executed on or before November 4, 2025, with a 30-day mutual extension option.
• Conditions: Subject to mutual due diligence and TSX Venture Exchange approval (if required). No finder's fees are payable.
• Strategic Integration: The AI will initially support IV therapy but is designed to expand into hormone/longevity treatments (HRT, peptides, NAD), weight management (GLP-1), and preventative care. It will be deployed via the VSDHOne platform, which serves as a modular backbone for Hydreight’s network of over 2,500 nurses, 100 doctors, and a 503B pharmacy network across 50 states.
• Market Context: The global AI in healthcare market is projected to grow from $26.7 billion (2024) to $187 billion (2030). The IV hydration therapy market is projected to reach $4.23 billion by 2030.

Notable Quotes

• Shane Madden, CEO of Hydreight: "We have been focused on developing and integrating artificial intelligence (AI) into our technologies across all three verticals, giving our customers powerful tools to create treatment plans for their patients. This not only enhances their ability to market services effectively but, more importantly, supports patients with long-term treatment planning. It's an ideal addition to our ecosystem -- tying together our pharmacies, technology platforms and at-home testing solutions in a way that drives value for both providers and patients."
• Jason Drohn, CEO of Auxano: "Hydreight is becoming a true all-in-one turnkey solution in this industry, and we are very excited to join forces with them, be part of their ecosystem, and support both their customers and patients."