Synbio International Inc. Strengthens Strategic Alliance with FacialDx Inc. through Share Purchase and Warrant Agreements

Rhea-AI Summary

Synbio International (OTC: SYIN) executed a Share Purchase Agreement and Warrant Agreement with FacialDx on Oct 8, 2025, acquiring 100,000 Class A shares and committing US$200,000 across four tranches over 12 months. Synbio also retains the right to convert up to US$2.5M of future clinical trial expenditures into FacialDx equity at today’s valuation. FacialDx received a warrant to buy 30,000,000 Synbio shares at $0.001 per share exercisable upon FDA approval. A Joint Trial Oversight Committee will govern clinical design and reporting to support FDA submission and commercialization.

Positive

• Acquired 100,000 Class A shares in FacialDx
• Staged funding commitment of US$200,000 over 12 months
• Right to convert up to US$2.5M of trial spend into equity
• Issued warrant for 30,000,000 shares at $0.001 exercise
• Joint Trial Committee to strengthen FDA submission oversight

Negative

• 30,000,000-share warrant may cause significant shareholder dilution
• Conversion up to US$2.5M could further dilute existing equity
• Preferred funding path undecided, creating financing uncertainty

• The Share Purchase Agreement (SPA) secures an equity stake in FacialDx and secures ownership in its intellectual property by way of the shareholding.
• The SPA also enables Synbio to convert future clinical trial expenditures into additional equity in FacialDx at today’s valuation, unlocking substantial upside potential as FaciaDx also scales commercially.
• A Joint Trial Committee will be established to oversee the design, conduct, and reporting of all clinical studies, maximizing the likelihood of FDA approval and successful commercialization.
• The agreements align FacialDx’s commercial momentum with Synbio’s clinical and regulatory expertise, paving a clear path towards FDA submission and market adoption.
• Through the Warrant Agreement, FacialDx has the right to acquire Synbio’s common stock upon FDA approval, securing reciprocal value and fostering long-term partnership alignment.
  
  

NEW YORK, Oct. 08, 2025 (GLOBE NEWSWIRE) -- Synbio International Inc. (OTC: SYIN) (“Synbio” or the “Company”) is pleased to announce the execution of a Share Purchase Agreement and Warrant Agreement (SPA) with FacialDx, Inc., further strengthening the strategic partnership established under the Clinical Trial License Agreement (CTLA) signed earlier this year.

These agreements strengthen Synbio’s partnership with FacialDx and extend the benefits to Synbio shareholders through an equity stake in FacialDx’s facial analysis technology and future revenues. Together, the companies are building a long-term collaboration that combines FacialDx’s AI-powered depression screening platform with Synbio’s proven clinical trial expertise.

Overview of the Agreements

Under the Share Purchase Agreement, Synbio will acquire 100,000 Class A common stock in FacialDx, establishing Synbio as an equity holder in the company. The SPA contemplates staged funding commitments totalling US$200,000, payable across four tranches over the next 12 months.

Importantly, Synbio also retains the right, subject to FDA approval, to convert up to US$2.5 million in future clinical trial expenditures into additional shares of FacialDx at today’s valuation, offering Synbio shareholders meaningful upside potential as FacialDx’s valuation increases through commercial and regulatory milestones.

As part of the broader collaboration, Synbio has issued a Common Stock Purchase Warrant to FacialDx, granting the right to purchase 30,000,000 of its common stock at an exercise price of $0.001 per share, exercisable upon FDA approval.

These supplementary agreements are directly related to and build upon the Clinical Trial License Agreement (CTLA) signed earlier this year, under which Synbio will conduct trials to clinically validate FacialDx’s software for screening of clinical depression.

Establishment of a Joint Trial Committee

A key feature of the SPA is the formation of a Joint Trial Oversight Committee, tasked with ensuring scientific rigor, regulatory alignment, and efficient trial execution.   The committee will review trial design, progress, and data integrity; provide recommendations at key milestones; facilitate transparent decision-making; and optimize study outcomes to maximize the likelihood of FDA approval.   This governance framework ensures that both companies remain strategically aligned while maintaining scientific and regulatory excellence throughout the trial process

Benefits to Synbio Shareholders

The SPA and Warrant Agreements mark a pivotal step in Synbio’s mission to build shareholder value through strategic investments in high-growth technologies. They offer the following benefits:

• Indirect Ownership of Facial IP: Through Synbio’s equity position, shareholders gain indirect ownership in FacialDx’s proprietary AI-powered facial recognition software.
• Enhanced Probability of FDA Success: The joint trial committee structure ensures rigorous oversight, greatly improving the chances of regulatory success.
• Participation in Multi-Sector Revenue: As a shareholder in FacialDx, Synbio will participate in FacialDx’s revenue streams beyond mental health, as the software expands into markets for other mental health conditions.
• Exposure to AI-Driven Healthcare Growth: FacialDx operates at the intersection of artificial intelligence and health & wellness, positioning Synbio investors to benefit from one of the fastest-growing segments of the digital healthcare industry.
• Strategic Validation Pathway: Synbio’s leadership in managing clinical validation ensures rigorous scientific evaluation, increasing the likelihood of FDA clearance and commercial adoption.
  
  

FacialDx: Expanding Beyond Mental Health

While FacialDx’s primary focus is on the early detection of mental health conditions, its facial analysis platform is being developed for multiple health & wellness applications, including Traumatic Brain Injury, Chronic Pain Assessment, Sleep and Fatigue Disorders. This technology leverages machine learning and facial micro-expression mapping to deliver real-time, non-invasive clinical insights across a growing range of conditions.

Funding

Synbio is currently evaluating a range of funding options to support its clinical and commercial milestones under these agreements. The Company’s objective is to secure the most advantageous structure for shareholders, balancing capital efficiency with long-term value creation. Further details will be announced shortly as the preferred funding path is finalized.

Claudio Solitario, CEO of Synbio International Inc.

CEO Commentary

“By acquiring an equity stake in FacialDx, we’re aligning our shareholders’ interests with the long-term growth of a transformative AI platform that is expanding across multiple health verticals. The synergy between Synbio’s clinical trial expertise and FacialDx’s cutting-edge software creates a powerful pathway toward regulatory approval and revenue generation,” said Claudio Solitario, CEO of Synbio International. “Building on our Clinical Trial Agreement, these new agreements provide Synbio shareholders with more than just a licensing relationship - they provide ownership in the technology itself. Furthermore, the establishment of the Trial Committee ensures that Synbio remains fully aligned with the evolving capabilities of the FacialDx platform, supporting seamless trial execution and enhancing our readiness for FDA submission. These agreements lay the foundation for sustained growth and long-term value for our shareholders”.  

About Synbio International Inc.

Synbio International Inc. (OTC: SYIN) is a biotechnology company focused on clinically validated nutraceuticals and AI-driven medical diagnostics. Through strategic partnerships and research collaborations, Synbio aims to bridge the gap between wellness and medicine, developing science-based solutions that improve quality of life and empower healthcare providers.

About FacialDx, Inc.

FacialDx, Inc. is a Florida-based company specializing in non-invasive screening software and technology. The company is currently developing AI/ML-powered facial analysis software designed to identify features associated with personal, physiological, and psychological conditions such as Traumatic Brain Injury (TBI), Post-Traumatic Stress Disorder (PTSD), depression, and despair. FacialDx’s mission is to revolutionize global health and wellness through faster, more efficient onboarding solutions that save time, reduce costs, and—most importantly—help save lives.

For media inquiries, please contact:
Synbio International Inc.
info@synbiointl.com
(646) 359-4854
www.synbiointl.com

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. Examples of forward-looking statements in this press include, among others, statements about our renegotiated settlement agreement. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: our limited operating history; our dependence on third parties for many aspects of our business; general market and economic conditions; technical factors; the availability of outside capital; our receipt of revenues; legislative developments; changes in our expenditures and other uses of cash; our ability to find, recruit and retain personnel in sufficient numbers to support our growth; our ability to manage growth; and general market, economic and business conditions. Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/60a7295e-fcd0-488d-9189-b65ea0ce2de5

FAQ

What exactly did Synbio (SYIN) buy in the FacialDx deal on Oct 8, 2025?

Synbio acquired 100,000 Class A shares of FacialDx and committed staged funding totalling US$200,000 over 12 months.

What are the warrant terms granted to FacialDx against Synbio (SYIN)?

FacialDx received a warrant to purchase 30,000,000 Synbio common shares at an exercise price of $0.001 per share, exercisable upon FDA approval.

How does Synbio’s conversion right of up to US$2.5M affect SYIN shareholders?

Synbio can convert up to US$2.5M of future clinical trial expenditures into FacialDx equity at today’s valuation, which could increase shareholder upside but also risk dilution.

What funding will Synbio (SYIN) provide immediately and over what timeline?

Synbio will pay US$200,000 in total, disbursed across four tranches over the next 12 months.

How will the Joint Trial Oversight Committee affect the FDA submission timeline for SYIN-related trials?

The committee will oversee trial design, progress, and data integrity to improve regulatory alignment and support an efficient FDA submission process.