Pathkey.AI Secures Option on Chip Design Platform in Dual-Market AI Strategy
Pathkey.AI secures binding agreement to acquire AI semiconductor platform Chipforge
Pathkey.AI has entered a binding share purchase agreement granting an irrevocable option to acquire 100% of Singapore-based Chipforge Pte Ltd, a company developing an agentic AI platform for semiconductor hardware design and verification. The agreement positions Pathkey as a dual-platform AI company spanning clinical trials and semiconductor design, with the acquisition funded entirely from existing cash reserves rather than through a capital raising.
The option is exercisable within two months of execution, extendable by a further two months for a $200,000 fee. Pathkey currently holds approximately $3,260,000 in cash as at 31 March 2026, with expected R&D rebates and other income totalling approximately $840,000 over the next 12 months.
Shannon Robinson, Chair, Pathkey.AI
“By adding this complementary AI chip-design technology to our technology stack, we are materially strengthening our position as a leader in AI. According to a recent article by McKinsey & Company, the global semiconductor market is forecast to reach around US$1 trillion by 2030, driven by AI, data-centre expansion, edge computing, defence and next-generation compute workloads. Against that backdrop, owning chip design and verification IP is highly strategic. This transaction accelerates our roadmap, deepens our technical moat, and positions us to capture a far greater share of value as semiconductor spending scales globally.”
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What is Chipforge and why does semiconductor design matter?
Traditional custom chip development presents a structural bottleneck: designing a custom chip typically requires 12 to 24 months and costs millions of dollars. The process depends on a small global pool of highly specialised hardware engineers, with constraints concentrated in two stages.
First, translating a design concept into the precise hardware code that defines how a chip will behave. Second, verification, which routinely consumes more than half of a chip project’s total budget and development timeline.
Chipforge applies AI agents across the full design workflow. Engineers describe what they want the chip to do through specifications, diagrams or functional requirements. The platform then generates the underlying hardware design, builds the tests needed to verify it, and progresses the design through synthesis and implementation on FPGA hardware. The platform’s roadmap extends this workflow toward full Application-Specific Integrated Circuit development. What previously required large teams of senior engineers working over many months can be produced, validated and physically realised in a fraction of the time.
According to McKinsey & Company, the global semiconductor market is forecast to reach approximately US$1 trillion by 2030. Chipforge targets this expanding market by serving demand across defence, aerospace, critical infrastructure, universities, research institutions, and companies developing custom chips for AI, edge computing and embedded systems. These are sectors where demand for sovereign, locally controlled chip design capability is growing.
Ntuitive licence agreement underpins Chipforge IP
Chipforge’s core technology is licensed under an exclusive, worldwide licence agreement with Nanyang Technological University’s Ntuitive Pte Ltd. The agreement grants Chipforge the exclusive, worldwide right to develop and commercialise products in reliance on the licensed intellectual property, including proprietary documentation and know-how, with a right to sub-license.
The licence contains minimum development and commercialisation commitments that Chipforge must meet to retain exclusivity:
- Raise at least S$1,000,000 by 2 February 2027
- Achieve a first commercial sale of a licensed product by 2 February 2028
- Generate cumulative net revenue of S$1,000,000 by 2 February 2031
- Pay annual licensing fees commencing at S$20,000 per annum and increasing progressively to S$50,000 per annum over a 16-year period
The exclusive worldwide licence provides a defensible IP position. Retention of exclusivity depends on meeting staged commercialisation milestones.
Synergies with TrialKey platform
Both TrialKey and Chipforge are built around an agent-based AI architecture combining large-language-model functionality with neuro-symbolic reasoning to solve complex design optimisation problems. In each platform, AI agents generate candidate solutions, evaluate them against defined objectives, and iteratively refine them through a structured reflection loop using reinforcement-driven optimisation.
The TrialKey platform applies this framework to clinical trial design, exploring variations in eligibility criteria, endpoints and other protocol parameters to maximise the probability of trial success. The Chipforge platform applies the same framework to semiconductor design, translating high-level design intent into chip architectures and systematically exploring alternatives against metrics including performance, power consumption and silicon area.
Know-how developed on TrialKey can be directly applied to the continued development of the Chipforge platform, and vice versa. TrialKey’s methodology for ingesting unstructured information and organising it into structured inputs translates naturally to managing chip design changes and verification results within a controlled workflow. The acquisition extends Pathkey’s AI activities from clinical development into chip design and engineering workflows, applying similar AI-assisted data and decision frameworks to another critical industry.
Engineering advances made on one platform, particularly LLM-based analysis and output generation, automated verification, dataset construction and pipeline architecture, are expected to be directly applicable to the other. Direct expenditure shown in the company’s use of funds allocation therefore understates the aggregate economic investment in each platform.
Acquisition consideration and capital structure
Subject to exercise of the option and satisfaction of conditions precedent, Pathkey has agreed to acquire 100% of the issued capital in Chipforge for the consideration set out below:
| Component | Amount | Details |
|---|---|---|
| Consideration Shares | 560,000,000 | Fully paid ordinary shares at deemed issue price of A$0.022 per share |
| Performance Rights | 150,000,000 | Convertible to shares 1:1, 18-month expiry |
| Debt Repayment | Up to $500,000 | Chipforge convertible notes, payable on Completion |
The Performance Rights vest upon satisfaction of the following milestones:
- Class A (75,000,000): Demonstration of a minimum viable product developed in reliance on the Chipforge intellectual property within 9 months from the issue date, subject to verification by an independent expert from a recognised Australian or Singaporean university confirming that the product is functional, delivers core features necessary for end-users to experience the product’s primary value proposition, and enables potential clients to verify functionality with respect to the efficient development of semiconductors and similar hardware.
- Class B (75,000,000): Entry into at least one binding commercial agreement leveraging the Chipforge intellectual property with a credible customer that will deliver revenue within 12 months from the issue date.
Post-Acquisition capital structure:
- Total shares on issue: 1,167,077,750
- Options: 300,251,467
- Performance Rights: 150,000,000
Milestone-based Performance Rights align vendor incentives with product development and commercial progress.
Use of funds and development roadmap
Based on existing cash reserves and expected receipts, Pathkey considers itself well funded to support the continued development of both the TrialKey and Chipforge platforms, together with working capital requirements, over the next 12 months.
| Allocation | Amount |
|---|---|
| TrialKey platform development | $1,550,000 |
| Chipforge platform development | $1,500,000 |
| Working capital and corporate administration | $700,000 |
| Estimated transaction costs | $350,000 |
| Total | $4,100,000 |
TrialKey development priorities:
- Development of an AI-driven capability to automatically generate, score and refine trial inclusion/exclusion criteria under feasibility constraints, producing baseline versus optimised protocol comparisons
- Growth of the proprietary clinical trial dataset beyond 500,000 trials, with improved automated data ingestion and feature engineering
- Incorporation of biological and translational signals into the core predictive model to improve output quality
- Business development rebuild and expansion of partnerships with pharmaceutical companies, clinical research organisations, government bodies and academic institutions
Chipforge development priorities:
- Building the core platform and AI engineering capability with secure hosted infrastructure to support pilot delivery and early customer deployments
- Development of an LLM-based engine that reliably translates high-level design intent into structured hardware description language code
- Delivery of automated verification workflows that check generated chip designs against functional specifications
- Construction of proprietary semiconductor design datasets to improve model reliability, speed and accuracy
- Delivery of a working pilot on the Chipforge platform and structured engagement with universities and engineering programmes
The company considers itself well funded for 12 months of dual-platform development without requiring a capital raise.
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Timeline and conditions precedent
The indicative timetable for the acquisition:
- Announcement: 29 April 2026
- Dispatch Notice of Meeting: 14 May 2026
- General meeting: 15 June 2026
- Completion: 18 June 2026
Key conditions precedent to completion:
- Satisfactory completion of financial, legal and technical due diligence by Pathkey on Chipforge
- Pathkey obtaining required ASX approvals and confirmations
- Shareholder approval under ASX Listing Rule 7.1
- Ntuitive’s consent to the change of control of Chipforge
- Chipforge having no liabilities, debts, loans or other encumbrances at Completion (subject to Pathkey’s debt repayment obligation)
- Execution of ancillary documents including minority holder agreements, deeds of waiver and release, and declaration of trust and nominee shareholder agreement
The Chipforge board has a right, exercisable at any time within 12 months of Completion, to nominate one representative to be appointed as a non-executive director of Pathkey, subject to the nominee not being disqualified and receipt of customary consents. No such nomination has been made at the date of the announcement.
Completion is expected prior to the end of FY26, with the shareholder meeting scheduled for mid-June.
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