Pathkey.AI (ASX: PKY) has entered a binding share purchase agreement giving it the right to acquire Singapore-based Chipforge, an AI-driven semiconductor hardware design and verification platform developer.
The proposed acquisition would extend Pathkey’s AI work beyond clinical trial design and drug discovery into semiconductor engineering, applying similar agent-based architecture to another data-intensive and high-value workflow.
Chipforge is developing a platform that translates high-level design intent into verified, synthesisable hardware code, targeting a design process that can otherwise take 12 to 24 months and cost millions of dollars.
No capital raising is currently planned in connection with the acquisition, with Pathkey holding about $3.26 million in cash at 31 March 2026 and expecting around $840,000 in research and development rebates and other income over the next 12 months.
Platform Targets Design Bottleneck
Chipforge’s platform applies AI agents across the chip design workflow, allowing engineers to describe intended chip functions through specifications, diagrams, or functional requirements.
The platform then generates the underlying hardware design, builds verification tests, and moves the design through synthesis and implementation on field programmable gate array hardware.
Its roadmap extends the workflow toward full application-specific integrated circuit development, giving customers a pathway from verified hardware design to programmable hardware prototype, reusable intellectual property or full chip manufacture.
The technology is aimed at sectors including defence, aerospace, critical infrastructure, universities, research institutions, along with businesses developing custom chips for AI, edge computing, and embedded systems.
Agentic AI Links TrialKey and Chipforge
Pathkey’s existing TrialKey platform uses proprietary predictive AI to convert unstructured datasets into structured, model-ready inputs for probabilistic forecasting and decision optimisation.
TrialKey has so far focused mainly on clinical trial design and optimisation, including variations in eligibility criteria, endpoints, and other protocol parameters to improve the probability of trial success.
Chipforge applies a similar agent-based framework to semiconductor design, translating high-level design intent into chip architectures and exploring alternatives against metrics such as performance, power consumption, and silicon area.
Pathkey expects cross-platform benefits in areas including large language model-based analysis, output generation, automated verification, dataset construction, and pipeline architecture.
Performance Milestone Terms
Pathkey’s agreement grants an irrevocable option to acquire 100% of Chipforge within two months, with a further two-month extension available on payment of a $200,000 fee.
If the option is exercised and conditions are satisfied, consideration will comprise 560 million Pathkey shares and 150 million performance rights convertible into shares on a one-for-one basis.
The first tranche of 75 million performance rights will vest if Pathkey announces a minimum viable product developed using Chipforge intellectual property within nine months of issue and that product is verified by an independent expert from a recognised Australian or Singaporean university.
The second tranche of 75 million performance rights will vest if Pathkey enters at least one binding commercial agreement using the Chipforge intellectual property with a credible customer that will deliver revenue within 12 months of issue.
Development Plans Across Both Platforms
Pathkey plans to allocate $1.55m to ongoing TrialKey development, $1.5m to Chipforge platform development, $700,000 to working capital and corporate administration, and $350,000 to estimated transaction costs over the next 12 months.
Post-acquisition work on TrialKey will include automated generation, scoring and refinement of trial inclusion and exclusion criteria, validation of generated protocol outputs, and growth of the proprietary clinical trial dataset beyond 500,000 trials.
Chipforge work will focus on building the core platform and AI engineering capability, developing a large language model-based engine for hardware description language code, delivering automated verification workflows, and constructing proprietary semiconductor design datasets.
Pathkey expects to dispatch a notice of meeting on 14 May, hold a general meeting on 15 June and complete the acquisition on 18 June, subject to due diligence and other conditions including regulatory approval.
