MELBOURNE: Pathkey.AI Ltd has entered into a binding agreement to acquire Singapore-based Chipforge Pte Ltd, an AI-driven semiconductor design platform, as the Australian technology company moves to extend its artificial intelligence capabilities beyond clinical trial optimisation into chip engineering.
The all-scrip transaction, announced Wednesday, would give Pathkey an irrevocable option to buy 100% of Chipforge, which is developing an agentic AI platform that translates high-level design intent into verified hardware code. The platform aims to compress chip development cycles that typically span 12 to 24 months and cost millions of dollars.
Under the share purchase agreement, Chipforge stakeholders would receive 560 million fully paid ordinary shares in Pathkey and 150 million performance rights convertible into shares on a one-for-one basis, subject to vesting milestones tied to product development and commercial agreements.
Pathkey, which trades on the Australian Securities Exchange under the ticker PKY, said no capital raising is contemplated in connection with the acquisition. The company reported a cash position of approximately A$3.26 million as of March 31, with expected R&D rebates and other income of about A$840,000 over the next 12 months.
The acquisition is structured with a two-month option period, extendable by an additional two months upon payment of a A$200,000 fee. Completion remains subject to conditions including shareholder approval, ASX clearance, due diligence and consent from Chipforge’s intellectual property licensor, Nuitive Pte Ltd, a spin-out from Nanyang Technological University.
Strategic rationale
Pathkey’s core platform, TrialKey, uses a proprietary predictive AI engine to transform unstructured datasets into structured inputs for probabilistic forecasting, applied primarily to clinical trial design. The company said Chipforge’s technology is built around a similar agent-based AI architecture combining large-language-model functionality with neuro-symbolic reasoning.
“By adding this complementary AI chip-design technology to our technology stack, we are materially strengthening our position as a leader in AI,” said Shannon Robinson, chair of Pathkey, in a statement.
Robinson cited a McKinsey & Co. forecast that the global semiconductor market would reach approximately US$1 trillion by 2030, driven by AI, data-centre expansion, edge computing and defence applications. “Owning chip design and verification IP is highly strategic,” he said.
The company expects the acquisition to generate synergies, with know-how developed for TrialKey applicable to Chipforge’s platform and vice versa.
Chipforge’s technology
Chipforge, incorporated in Singapore in 2023, is developing an AI-powered platform designed to reduce the time and cost of custom chip design. The company said verification alone routinely consumes more than half of a chip project’s total budget and development timeline.
Engineers describe what they want the chip to do through specifications, diagrams or functional requirements, and the platform generates underlying hardware design, builds verification tests and progresses the design toward synthesis and implementation on FPGA hardware.
The company’s core technology is licensed under an exclusive, worldwide agreement with Nuitive, which includes minimum development commitments: raising at least S$1 million by Feb. 2, 2027, achieving first commercial sale by Feb. 2, 2028, and generating cumulative net revenue of S$1 million by Feb. 2, 2031. Annual licensing fees start at S$20,000 and increase progressively to S$50,000 over a 16-year period.
Pathkey intends to dispatch a notice of meeting to shareholders on May 14, with a general meeting scheduled for June 15. Completion is targeted for June 18, before the end of the 2026 financial year.
The company’s current issued capital stands at approximately 607 million shares, with 300 million options outstanding. Following the acquisition, total issued shares would rise to about 1.17 billion, plus 150 million performance rights.
Post-acquisition, Pathkey said the TrialKey platform would continue to be developed and operated from Australia, while Chipforge would remain in Singapore with ongoing access to its research partnership with Nanyang Technological University.
Damon Rashed, executive director of Pathkey, was listed as the contact for further information.
EDITORS’ NOTE: The agreement is binding but remains conditional, and the option to acquire has not yet been exercised. Readers should note that the consideration shares — 560 million — represent a significant dilution relative to Pathkey’s current issued capital of approximately 607 million shares. The performance rights carry vesting milestones that may not be achieved.
Chipforge is “developing” its platform; no completed commercial product or revenue is disclosed. The Nuitive licence requires minimum fundraising and revenue targets that Chipforge has not yet met as of this announcement. The acquisition price is not denominated in dollar terms but entirely in scrip, which may reflect early-stage risk.
Projections of semiconductor market growth, anticipated R&D rebates, and planned expenditure over 12 months are statements of current intention. Intervening events, including failure to satisfy conditions precedent or secure shareholder approval, could alter or prevent completion.