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Hydreight Technologies Inc
Symbol NURS
Shares Issued 45,030,358
Close 2025-07-14 C$ 2.09
Market Cap C$ 94,113,448
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Hydreight signs letter to acquire 5% of Perfect Scripts

2025-07-14 18:43 ET - News Release

Mr. Shane Madden reports

HYDREIGHT TECHNOLOGIES SIGNS BINDING LETTER OF INTENT TO ACQUIRE 5% EQUITY STAKE IN PERFECT SCRIPTS, LLC, WITH OPTION TO INCREASE TO 40%, AND ESTABLISH STRATEGIC PARTNERSHIP

Hydreight Technologies Inc. has entered into a binding letter of intent dated July 11, 2025, with Perfect Scripts LLC, an arm's-length limited liability company based in Texas, in respect of a strategic partnership. Pursuant to the LOI, the parties have agreed that: (a) Hydreight will acquire an initial 5-per-cent interest in the issued and outstanding common stock in the capital of Perfect Scripts in consideration for 2.25 million common shares in the capital of Hydreight, with each Hydreight compensation share issued at a deemed price equal to the greater of $2.30 per share and the lowest price permitted by the policies of TSX Venture Exchange, (b) Hydreight and Perfect Scripts will partner to start a 503B pharmacy in the United States, (c) Hydreight will receive the lowest pricing for all products sold or made available by Perfect Scripts or its subsidiaries on the terms and conditions to be set out in a pharmacy services agreement to be entered into by the parties, and (d) Hydreight will be granted a right to (i) maintain its pro rata interest in the issued and outstanding common stock of Perfect Scripts, and (ii) acquire up to an aggregate 40-per-cent interest in the issued and outstanding securities of Perfect Scripts.

Perfect Scripts is the parent company of PerfectRx LLC, PerfectionRx LLC and PerfectRx, and owns:

  • Its proprietary technology, PerfectOS;
  • PerfectRx LLC is a 503A retail dispensing pharmacy based in Iowa with a large pharmacy and data analytics team. PerfectionRx LLC operates out of a 30,000-square-foot licensed pharmacy and distribution centre in Florida;
  • PerfectRx is a nationally licensed, HIPAA-compliant mail-order pharmacy operating in all 50 states, capable of shipping brand name, 503A, and 503B compounded medications directly to patients;
  • Using its proprietary PerfectOS platform, the company offers digital prescription intake, automated accuracy checks, and real-time inventory and shipping integration;
  • PerfectRx currently can process over 150,000 prescriptions per day, with scalable infrastructure to handle demand surges.

Shane Madden, chief executive officer of Hydreight, commented: "This strategic deal locks in a rock-solid pillar for Hydreight's next stage of growth. By controlling production, distribution and pricing for key pharmaceuticals like GLP-1s and NAD+, we're boosting our pharmacy margins, securing a consistent supply chain and deepening our defensibility with true vertical integration. It's real barriers to entry, more margin and stronger economics for every partner and licensee on our platform.The addition of a 50-state 503A pharmacy puts us firmly in the driver's seat on patient-specific meds with full compliance. And our joint mission to build and own a 503B takes it even further -- expanding our reach to serve the entire U.S. health care market, from hospitals and clinics to direct-to-consumer brands and everyday patients. Bottom line: this is more margin, more protection and more upside -- the kind of infrastructure that expands our product lineup and positions Hydreight for a stronger valuation multiple. It's another big step forward in our mission to transform access to modern health care."

Brandon Rainone, founder and managing member of Perfect Scripts, said: "We're very happy to be partnering with Hydreight and VSDHOne. Hydreight offers a unique and comprehensive legal and technology framework that we believe represents the future of personal care -- and the only truly compliant way to access pharmaceutical products. We've been impressed by their growing volume and the strength of their infrastructure. We're excited to team up and introduce this solution to our broader client base, helping them offer our products in a fully compliant and scalable way."

About Perfect Scripts LLC

Perfect Scripts is the parent entity of PerfectRx LLC, PerfectionRx LLC and PerfectRx, and holds all key assets, including Perfect Scripts' proprietary technology. PerfectRx LLC is a 503A retail dispensing licensed pharmacy operating in Iowa that employs a large pharmacy team and key data analysts for Perfect Scripts. PerfectionRx LLC is a licensed pharmacy headquartered in Florida with a 30,000 square ft distribution centre. Additionally, PerfectRx will also soon be opening a new location in the Dallas-Fort Worth metropolitan area in 2025 to provide even greater capacity.

PerfectRx is a nationally licensed, HIPAA-compliant mail order pharmacy operating in all 50 states with multiple distribution centers with the ability to ship directly to patients any medication, including brand and 503A and 503B compounded versions. PerfectRX specializes in comprehensive pharmacy services -- including prescription filling, compounding and health-related solutions -- on a national scale. The company's proprietary software, PerfectOS, enables seamless digital prescription intake, automated accuracy checks, and real-time inventory and shipping data integration. PerfectRx currently can process and fulfill over 150,000 prescriptions per day, with the capacity to rapidly scale for surges.

High-volume precision: The company's automation systems ensure quality, reduce errors and handle fluctuating demand seamlessly.

Compliant and secure: As a HIPAA-compliant operation, the company maintains robust safeguards around patient data and transaction privacy.

Nationwide licensing: Serving patients coast to coast, the company solves the geographic coverage challenge often faced by single-state players.

Details of the transaction

The LOI contemplates that the parties will draft, finalize and execute a definitive agreement respecting the transaction on or before Aug. 25, 2025, with the option to mutually extend the outside date by an additional 45 days. The transaction and the entering into of a definitive agreement are subject to mutual due diligence investigations. The company may pay a finder's fee in connection with the transaction. The completion of the transaction is subject to the fulfilment or waiver of several conditions, including receipt by Hydreight of approval from the exchange, if required. The transaction is expected to be structured as an "expedited acquisition" under the policies of the exchange.

The Hydreight compensation shares (i) will vest in 25 per cent increments every 1.5 months and will be fully vested on the date that is six months following the date of issuance, or such other vesting schedule as the exchange may require, and (ii) will be subject to a restriction on sale pursuant to which Perfect Scripts may sell a maximum number of Hydreight compensation shares as is equal to 5 per cent of the daily trading volume of the common shares of Hydreight on the exchange on the day of such sale.

The Hydreight compensation shares will be issued under prospectus exemptions pursuant to National Instrument 45-106 -- Prospectus Exemptions of the Canadian Securities Administrators and in reliance upon exemptions from United States federal and state registration requirements, and will be subject to a statutory hold period of four months in accordance with applicable Canadian securities laws and other hold periods in accordance with applicable U.S. securities laws and may bear legends to this effect.

About Hydreight Technologies Inc.

Hydreight Technologies is building one of the largest mobile clinic networks in the United States. Its proprietary, fully integrated platform hosts a network of over 2,500 nurses, over 100 doctors and a pharmacy network across 50 states. The platform includes a built-in, easy-to-use suite of fully integrated tools for accounting, documentation, sales, inventory, booking and managing patient data, which enables licensed health care professionals to provide services directly to patients at home, office or hotel. Hydreight is bridging the gap between provider compliance and patient convenience, empowering nurses, med spa technicians, and other licensed health care professionals. The Hydreight platform allows health care professionals to deliver services independently, on their own terms or to add mobile services to existing location-based operations. Hydreight has a 503B pharmacy network servicing all 50 states and is closely affiliated with a U.S.-certified e-script and telemedicine provider network.

About VSDHOne -- direct to consumer platform

Developed in partnership with Victory Square Technologies, Hydreight launched the VSDHOne (read as VSDH-One) platform. VSDHOne simplifies the entry challenges for companies and medi-spa businesses to enter the on-line health care space compliantly. This platform will help all businesses to launch a direct-to-consumer health care brand in a matter of days in all 50 states. Compliant offerings include: GLP-1s (semaglutide, tirzepatide), peptides, personalized health care treatments, sermorelin, testosterone replacement therapy (TRT), hair loss, skincare, sexual health and more. Hydreight invested in technology, legal and infrastructure to launch this platform. The VSDHOne platform offers a complete, end-to-end solution for businesses looking to launch direct-to-consumer health care brands. From compliance and telemedicine technology to nationwide doctor and pharmacy networks, VSDHOne provides all the tools needed for a seamless entry into the on-line health care space. The platform is designed to significantly reduce the time and costs associated with launching such services, making it possible for businesses to go live in days instead of months.

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