AIML Optimizes Quantum Sciences Acquisition to Drive Growth & Strategic Focus

Rhea-AI Summary

AI/ML Innovations Inc. (AIMLF) has announced a restructuring agreement dated April 11, 2025, modifying terms of its December 2024 acquisition of Quantum Sciences The revised agreement includes significant changes: reduction of consideration shares from 10,000,000 to 6,264,822, elimination of the previously established 4% royalties on cardiology products, and termination of the consulting agreement with Orsim Finance

Key modifications include establishing a new revenue sharing agreement, transferring meApp intellectual property rights to Mark Orsmond, and implementing a one-time cash payment. The restructuring aims to enhance capital efficiency and streamline operational models, particularly in AI-powered health solutions. The agreement remains subject to Canadian Securities Exchange approval and other closing conditions.

Positive

• Reduction of 3.74M shares decreases dilution for shareholders
• Elimination of 4% royalty payments improves future profit margins
• Streamlined operational structure enhances capital efficiency

Negative

• One-time cash payment required (amount undisclosed)
• Loss of meApp intellectual property rights

Restructured agreement increases capital efficiency, simplifies revenue structure, and expands future opportunity.

VANCOUVER, BC / ACCESS Newswire / April 25, 2025 / AI/ML Innovations Inc. ("AIML" or the "Company") (CSE:AIM)(OTCQB:AIMLF)(FWB:42FB) is pleased to announce that it has entered into an agreement dated April 11, 2025 (the "Restructuring Agreement") setting forth certain revised terms and conditions in respect of its recent acquisition of all of the issued and outstanding shares of Quantum Sciences Ltd. ("Quantum") which was closed on December 23, 2024 (the "Acquisition").

The Acquisition was previously completed pursuant to an agreement of purchase and sale dated December 9, 2024, as amended December 20, 2024, between the Company and the vendors of Quantum (the "Vendors"). The original consideration for the Acquisition was the issuance of 10,000,000 common shares in the capital of the Company (the "Consideration Shares"). In addition, immediately prior to the closing of the Acquisition, Quantum granted royalties on the sale of all cardiology related products sold by Quantum (the "Royalties") in the amount of 4%, to be divided equally amongst the four Vendors, with each Vendor entitled to 1% of such sales.

Pursuant to the Restructuring Agreement, the terms and conditions of the Acquisition have been amended to provide for revised consideration, including as follows:

1. an aggregate of 6,264,822 Consideration Shares shall be retained by the Vendors, with the balance of the Consideration Shares to be returned to the Company for cancellation;

2. the Royalties shall be declared null and void;

3. the Company and Orsim Finance Ltd. have mutually agreed to conclude their consulting agreement dated March 14, 2025; Mark Orsmond will continue to be engaged through a new reseller agreement, allowing him to pursue synergistic initiatives aligned with his expertise. AIML looks forward to future collaborations that support its mission and global commercialization strategy;

4. the Company and the Vendors shall enter into a revenue sharing agreement;

5. the Company shall assign and transfer to Orsmond all intellectual property rights and interests which it holds in the application known as "meApp"; and

6. the Company shall make a one-time cash payment to Orsmond.

The Restructuring Agreement remains subject to the approval of the Canadian Securities Exchange, as well as the satisfaction of other standard closing conditions.

This restructuring is part of AIML's broader effort to streamline its operational model and focus resources on high-growth areas within AI-powered health solutions. By simplifying the acquisition structure, AIML improves its flexibility for future investment, strategic partnerships, and accelerated innovation.

For more information about AIML:
For detailed information please see AIML's website or the Company's filed documents at www.sedarplus.ca.

Contact:
Blake Fallis
(778) 405-0882
info@aiml-innovations.com

About AI/ML Innovations Inc. https://aiml-innovations.com/
AIML Innovations Inc. has realigned its business operations to capitalize on the burgeoning fields of artificial intelligence: (AI) and machine learning (ML), with an initial investment focus on emerging digital health and wellbeing companies that leverage AI, ML, cloud computing and digital platforms to drive transformative healthcare management solutions and precision support delivery across the health continuum. Through its wholly owned subsidiaries, Quantum Sciences Ltd. and NeuralCloud Solutions Inc, AI Rx Inc., strategic partnerships with Health Gauge Inc. (95.2% owned by AIML), and other planned accretive investments, the Company continues to capitalize on expanding growth areas, to the benefit of all the Company's stakeholders. AIML's shares are traded on the Canadian Securities Exchange under the symbol "AIML", the OTCQB Venture Market under "AIMLF", and the Frankfurt Stock Exchange under "42FB".

On behalf of the Board of Directors:

Paul Duffy, Chairman

Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements - Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties, including statements with respect to the completion of the transactions contemplated by the Restructuring Agreement as currently proposed or at all. Such statements remain subject to various risks, including risks relating to the receipt of all applicable regulatory approvals and the satisfaction of all closing conditions. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The Company disclaims any obligation to update such forward-looking statements other than as required by law.

SOURCE: AI/ML Innovations, Inc.

View the original press release on ACCESS Newswire

FAQ

What are the key changes in AIMLF's Quantum Sciences acquisition restructuring?

The restructuring reduces consideration shares from 10M to 6.26M, eliminates 4% royalties on cardiology products, ends Orsim Finance consulting agreement, establishes revenue sharing, and transfers meApp IP rights.

How many shares will be returned to AIMLF for cancellation?

Approximately 3.74 million shares will be returned to AIMLF for cancellation, as vendors retain 6,264,822 of the original 10 million consideration shares.

When did AIMLF originally acquire Quantum Sciences?

AIMLF completed the acquisition of Quantum Sciences on December 23, 2024, following an agreement dated December 9, 2024, amended December 20, 2024.

What regulatory approvals does AIMLF need for the restructuring agreement?

The restructuring agreement requires approval from the Canadian Securities Exchange and satisfaction of standard closing conditions.