Fifty 1 Labs Inc. Signs Letter of Intent to Acquire BioSpark AI Technologies Inc.

Rhea-AI Summary

Fifty 1 Labs (OTC: FITY) has signed a Letter of Intent to acquire BioSpark AI Technologies, a Vancouver-based AI innovator specializing in clinical data analysis. The acquisition terms include 25 million common shares contingent upon BioSpark achieving a revenue-based valuation milestone of US$25 million.

The deal encompasses BioSpark's proprietary large language model ensemble technology and key intellectual property, including US Patent Application Publication No. US 20250029734 A1. The companies' previous collaboration has already yielded significant results, including the identification of over 2,000 real-world treatment pathways in drug repurposing initiatives.

This strategic acquisition aims to strengthen Fifty 1 Labs' position in the AI-healthcare market, focusing on drug discovery, personalized medicine, and healthcare optimization.

Positive

• Acquisition includes valuable intellectual property and proprietary LLM ensemble technology
• Previous collaboration demonstrated success with 2,000+ treatment pathways identified
• Payment structure is milestone-based, reducing upfront risk
• Key BioSpark employees will be retained to ensure operational continuity
• Positions company to target multi-billion-dollar markets in drug repurposing and personalized medicine

Negative

• Potential share dilution with 25 million new common shares
• Acquisition closing subject to multiple conditions and approvals
• Integration risks with existing operations
• Revenue milestone of US$25M required for share payment may not be achieved

Strategic Acquisition Bolsters AI-Driven Healthcare Innovation, Positioning Fifty 1 Labs as a Leader in Clinical Data Analytics

VANCOUVER, British Columbia, Sept. 30, 2025 (GLOBE NEWSWIRE) -- via IBN -- Fifty 1 Labs Inc. (OTC: FITY), a leader in AI-powered healthcare and biotechnology solutions, is excited to announce the signing of a Letter of Intent (LOI) to acquire BioSpark AI Technologies Inc., a Vancouver-based innovator specializing in patented artificial intelligence systems for clinical data extraction, structuring, and real-time analysis. This strategic move builds on a successful history of collaboration between the two companies, reinforcing Fifty 1 Labs' commitment to advancing therapeutic development and functional medicine through cutting-edge AI technology.

The LOI outlines Fifty 1 Labs' intent to acquire 100% of BioSpark's outstanding equity interests, including all assets, its proprietary large language model (LLM) ensemble technology, and key intellectual property, such as United States Patent Application Publication No. US 20250029734 A1. The proposed transaction includes a contingent payment of twenty-five million common shares, payable upon BioSpark achieving a revenue-based valuation milestone of US$25,000,000 (determined by multiplying annualized recurring revenue by 10x and certified by an independent third-party valuation firm mutually agreed upon by both parties), subject to the terms and conditions of a definitive Stock Purchase Agreement. This acquisition aligns with Fifty 1 Labs' focus on delivering transformative AI solutions that drive value for shareholders and enhance patient outcomes.

Fifty 1 Labs and BioSpark have a proven track record of collaboration. As previously announced on OTC Markets, their strategic partnership through Fifty 1 Labs' subsidiary, Fifty1 AI Labs, has driven breakthroughs in drug repurposing by leveraging BioSpark's advanced AI tools to identify new therapeutic applications for existing compounds. Most recently, this collaboration unlocked over 2,000 real-world treatment pathways, accelerating innovation in functional medicine by processing clinical narratives with unmatched efficiency. These achievements underscore the transformative potential of BioSpark's technology and its alignment with Fifty 1 Labs' vision for AI-driven healthcare innovation.

"This Letter of Intent represents a pivotal step toward redefining healthcare through artificial intelligence," said Paul Arora, Chief Executive Officer of Fifty 1 Labs Inc. "Our successful collaborations with BioSpark have demonstrated the power of their AI systems in advancing drug discovery and clinical insights. By pursuing this acquisition, we aim to fully integrate BioSpark's capabilities, positioning Fifty 1 Labs as a global leader in the rapidly growing AI-healthcare market. This move reflects our dedication to delivering innovative solutions that improve patient outcomes and create significant shareholder value."

The LOI includes an exclusivity period to facilitate negotiations toward a definitive Stock Purchase Agreement, with closing subject to completion of due diligence, negotiation and execution of the Definitive Agreement, board approvals, regulatory approvals or filings under applicable securities laws, certification of the revenue-based milestone, no material adverse change in the business of either party, and other customary conditions. Fifty 1 Labs intends to retain key BioSpark employees post-closing on substantially similar terms, at its discretion, to ensure continuity and leverage their expertise for future growth. This acquisition positions Fifty 1 Labs to capitalize on the increasing demand for AI-driven clinical data solutions, targeting opportunities in the multi-billion-dollar markets of drug repurposing, personalized medicine, and healthcare optimization.

About BioSpark AI Technologies Inc.
Founded in Vancouver, BioSpark AI Technologies Inc. is engaged in developing, marketing, and commercializing patented artificial intelligence systems for clinical data extraction, structuring, and analysis. Its proprietary large language model (LLM) ensemble technology enables real-time mining and processing of clinical narratives for therapeutic development, outcomes research, and related applications. For more information, visit https://www.biospark.ai.

About Fifty1 AI Labs
Fifty1 AI Labs, a subsidiary of Fifty 1 Labs, Inc. (OTC: FITY), is redefining drug discovery by using AI to unlock new potential in proven medicines. By repurposing safe, off-patent compounds, we accelerate smarter therapies that improve lives, reduce costs, and create lasting value for patients, partners, and forward-thinking investors.

Contact:
Investor Relations
Fifty 1 Labs, Inc.
ir@fifty1labs.com | (877) 505-5006
www.fifty1AIlabs.com

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this press release, including statements regarding the potential impact, development, and timeline of AI-powered drug repurposing, the proposed acquisition of BioSpark AI Technologies Inc., and the ability of Fifty 1 Labs' platform to transform clinical data analytics and global health outcomes, are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other important factors that may cause the company's actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, the success and timing of the proposed acquisition, achievement of the revenue-based valuation milestone, regulatory approvals, and the company's ability to successfully integrate and commercialize BioSpark's technologies. For a further description of the risks and uncertainties, please refer to Fifty 1 Labs, Inc.'s filings with the OTC Markets. The company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

FAQ

What are the terms of Fifty 1 Labs (FITY) acquisition of BioSpark AI Technologies?

Fifty 1 Labs will acquire 100% of BioSpark for 25 million common shares, contingent upon BioSpark achieving a revenue-based valuation milestone of US$25 million.

How will the BioSpark acquisition benefit Fifty 1 Labs (FITY)?

The acquisition provides Fifty 1 Labs with proprietary LLM technology, valuable IP, and enhanced capabilities in clinical data analysis, positioning the company as a leader in AI-driven healthcare solutions.

What previous successes have Fifty 1 Labs and BioSpark achieved together?

Their collaboration has already identified over 2,000 real-world treatment pathways and achieved breakthroughs in drug repurposing through AI-powered clinical data analysis.

What conditions must be met for the Fifty 1 Labs-BioSpark deal to close?

The deal requires completion of due diligence, execution of definitive agreement, board and regulatory approvals, certification of revenue milestone, and no material adverse changes in either business.

How will the acquisition impact FITY shareholders?

While shareholders may face dilution from 25 million new shares, the acquisition provides access to valuable AI technology and multi-billion-dollar market opportunities in drug repurposing and personalized medicine.