PanGenomic Health Enters LOI to Acquire Ayla BioScience Inc.

Vancouver, British Columbia, Canada — April 14, 2026 — Leads & Copy — PanGenomic Health Inc. has announced it has entered into a non-binding Letter of Intent (LOI) dated April 13, 2026, with Ayla BioScience Inc. for the acquisition of all of Ayla BioScience’s issued and outstanding common shares.

Upon completion of the Proposed Transaction, the combined entity will continue the businesses of both PanGenomic Health and Ayla BioScience. The Proposed Transaction is expected to constitute a "Fundamental Change" as defined and in accordance with CSE Policy 8 and will result in a change of control of the Company. Trading in the common shares of the Company was halted pending dissemination of this release.

Ayla BioScience, headquartered in the United States with operations in Colombia, is a vertically integrated biomanufacturing company. It focuses on developing and commercializing advanced functional food, nutraceutical, and plant-based bioactive products. Ayla BioScience uses proprietary solid-state fermentation and dehydration technologies that enhance efficiency and preserve the molecular integrity of bioactive compounds.

The companies will leverage their combined expertise in the natural health industry to create a broad suite of products. This will provide consumers and health practitioners with access to personalized medicine tools and sustainable, high-value natural products.

The Proposed Transaction is expected to be completed via a share exchange, merger, amalgamation, arrangement, or similar transaction. Shareholders of Ayla BioScience will receive common shares in PanGenomic Health in exchange for their shares in Ayla BioScience. The final structure and form of the transaction are subject to tax, corporate, and securities law advice for both companies and will be detailed in a definitive agreement.

Under the LOI terms, the outstanding shares of PanGenomic Health, including those issuable upon the exercise or conversion of options, warrants, convertible notes, or other securities, will constitute 15-20% of the outstanding shares of the Combined Business. The outstanding shares of Ayla BioScience, including those issuable upon the exercise or conversion of all options, warrants, convertible notes or other securities or instruments exercisable or convertible for shares of Ayla BioScience outstanding at the time the Definitive Agreement is entered into will be exchanged for common shares of the Combined Business constituting between 80-85% of the outstanding shares of the Combined Business. No finder's fee is expected to be paid in connection with the Proposed Transaction.

PanGenomic Health intends to complete a private placement for gross proceeds of up to $2,000,000 in conjunction with or prior to closing the Proposed Transaction. The terms of the offering will be determined in the context of the market at a price not less than the maximum permitted discount to the market price of the Company shares as of today's date. Further details will be provided once determined.

Following completion of the Proposed Transaction, PanGenomic Health’s existing management team will retain leadership of the Canadian parent company, and Ayla BioScience’s existing management team will retain leadership of the US and Colombian subsidiary businesses. The composition of the board of directors of the Company upon completion of the Proposed Transaction will be finalized in the Definitive Agreement. Full details will be disclosed upon finalization and execution of the Definitive Agreement.

Completion of the Proposed Transaction is subject to standard conditions. These include negotiating definitive terms and executing the Definitive Agreement, completing satisfactory due diligence, receiving required regulatory, corporate, and shareholder approvals (including approval of Ayla BioScience's shareholders and, if required, PanGenomic Health's shareholders), acceptance by the Canadian Securities Exchange (CSE), completion of the Company Financing, delivery of financial statements, and the absence of material adverse changes.

The parties expect to finalize and execute the Definitive Agreement by early May 2026, with closing targeted on or before May 31, 2026. Upon execution of a Definitive Agreement, trading in the common shares of the Company is expected to be halted pending the review of the Proposed Transaction by the CSE and the filing of required documentation, in accordance with CSE Policy 8.

PanGenomic Health has developed a self-care digital platform to deliver personalized, evidence-based information about natural treatments. Registered as a British Columbia benefit company, PanGenomic Health's mission is to promote alternative health solutions tailored to the health profile of each individual.

Ayla BioScience Inc. is a Delaware-based biomanufacturing company with operations in the United States, Colombia, and Jamaica. The company’s proprietary ZeoDry™ dehydration technology preserves bioactive integrity while improving yield efficiency and sustainability across a wide range of natural inputs. Ayla BioScience develops and markets a portfolio of functional foods, nutraceuticals, and plant-derived bioactive products under its ZeoMycel™ and Zeophytoz™ brands.

Source: PanGenomic Health