MELBOURNE: TALi Digital Ltd., an Australian education technology company, announced Monday it has entered a binding agreement to acquire Datasphere Analytics Pty Ltd., a move that provides a pathway to exclusive licensing of advanced in-memory computing technology developed at the Technion-Israel Institute of Technology.
The company also launched a AU$3.3 million capital raising to fund the acquisition and initial technology development.
Under the agreement, TALi will issue 22 million shares, valued at AU$0.05 each, to acquire 100% of Datasphere, a private Australian company that holds an option to negotiate an exclusive, worldwide, and sublicensable license for intellectual property related to memristive processing-in-memory and the memristive Memory Processing Unit.
The technology, developed by Professor Shahar Kvatinsky’s research group at Technion, is designed to perform analytics inside the memory where data is stored rather than repeatedly moving data between memory and a processor. This approach offers potential benefits including faster analysis of large datasets and enhanced security for sensitive data, as it can be analyzed without leaving a controlled environment.
“The acquisition is a considered extension of the work the company has been doing since acquiring YCDI!,” TALi Executive Chair David Brookes said in a statement. “Our platform potentially will hold highly sensitive information about children, students and school staff, and the ability to analyze that data securely, quickly and within our own environment is becoming a core requirement.”
The technology remains at an early stage of development and has not been proven at commercial scale. No license over the underlying intellectual property has yet been granted, and significant further research, testing and investment will be required before it can be incorporated into products.
Datasphere’s option to negotiate a license expires Oct. 3 and is conditional on the company receiving US$650,000 in qualifying financing. The capital raising is structured to meet that requirement.
The proposed license carries additional conditions, including raising US$1 million within 18 months of signing and US$1.35 million within 36 months. Royalties would include 2% of net sales and 20% of sublicensing fees. The Technion Research & Development Foundation Ltd. is intended to receive 30% of the total consideration paid to Datasphere shareholders.
TALi has received firm commitments from professional, sophisticated and institutional investors to raise AU$2.8 million through a two-tranche placement. The company will also offer eligible shareholders the opportunity to participate in a share purchase plan to raise up to an additional AU$500,000. All shares in the capital raising will be issued at AU$0.05 per share, with participants receiving one free attaching option for every three shares subscribed, exercisable at AU$0.15 and expiring in five years.
Directors intend to subscribe for up to 7.2 million shares and 2.4 million options under the placement and share purchase plan, subject to shareholder approval.
TALi plans to use the funds primarily to pay the US$650,000 qualifying financing to Datasphere, conduct due diligence and integration scoping, and commercialize the technology. The company will continue to operate its existing You Can Do It! social-emotional learning platform, which has reached over one million students and is aligned with Australia’s ACARA national curriculum.
The acquisition is conditional on shareholder approval, completion of due diligence, successful capital raising, and regulatory approvals.
