PathoCare Holdings, Inc. Announces Private Third-Party Tendered Offer Reflecting a $1.75 Billion Valuation, Commencement of Independent Fairness Opinion, and Expansion of Proposed Capital Raise to $50 Million

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HOUSTON--(BUSINESS WIRE)--Dec 29, 2025--

PathoCare Holdings, Inc.—the parent company of medical diagnostics innovator PathoCare, LLC, a leader in Lab-on-a-Chip non-invasive Point-of-Care diagnostics—today announced that it has received a private, third-party tendered offer involving the secondary purchase of shares from existing shareholders, reflecting an implied company valuation of approximately $1.75 billion.

The tendered offer represents a continuation of PathoCare Holdings’ capital markets evolution following its prior $150 million venture investment, acquisition, and recapitalization and a subsequent third-party tender offer that reflected a $500 million valuation, which provided early secondary liquidity to select shareholders. The $500 million valuation assigned to PathoCare Holdings, Inc. in connection with the tender offer was independently determined by Lehrer Financial (a nationally recognized economic and financial consulting firm based in Houston, Texas, with over forty years of experience providing high-precision business valuations). Lehrer Financial has built a reputation for analytical rigor and defensible methodologies across industries—including healthcare, banking, real estate, and emerging technologies. Together, these transactions mark a sequential progression in external validation, institutional interest, and valuation benchmarks for the Company.

In connection with the newly received tendered offer, PathoCare Holdings has engaged an independent third-party financial advisory firm to conduct a formal fairness opinion and updated valuation analysis. The fairness opinion process will evaluate the financial terms of the proposed transaction from a shareholder perspective using recognized valuation methodologies, comparable company analysis, and market data.

“The receipt of a significant third-party tendered offer at this valuation level reflects growing institutional confidence in the long-term potential of our diagnostic platform,” said L. Mychal Jefferson, Chairman of PathoCare Holdings, Inc. “Consistent with our prior transactions, the Board is proceeding with discipline and transparency by commissioning an independent fairness opinion before making any final determinations.”

Expanded Private Financing Round

In parallel with the tendered offer, PathoCare Holdings announced that—based on stronger-than-expected institutional interest and market demand—the Company is increasing the size of its contemplated private equity financing round from up to $25 million to up to $50 million, subject to market conditions and final structuring.

Proceeds from the proposed financing are expected to support accelerated product development, engineering, regulatory readiness, intellectual property expansion, and commercialization efforts related to the Company’s flagship diagnostic platform, including the PathoWand point-of-care system.

Technology Platform and Intellectual Property

PathoCare has developed a suite of diagnostic tests backed by a revolutionary Raman spectroscopy-based testing platform underpinned by adaptive artificial intelligence. The platform enables rapid, non-invasive diagnostics without the use of chemical reagents or extended laboratory processing times and is designed for programmable, reusable point-of-care deployment.

The Company’s technology is currently supported by 17 issued and pending patents, and PathoCare has initiated the process of expanding its intellectual property portfolio, with plans to file an additional 10 to 15 new patent applications covering next-generation system architectures, AI-enhanced diagnostic workflows, data interpretation methods, and hardware innovations.

Prior Investment and Corporate Development

PathoCare Holdings previously completed a $150 million venture investment, acquisition, and recapitalization led by Hamershlag Private Capital Management Limited, pursuant to which Hamershlag acquired seventy percent (70%) and the original founders retained thirty percent (30%) of the restructured and recapitalized company. The subsequent $500 million third-party tender and the current tendered offer reflect continued institutional engagement as the Company advances toward broader commercialization.

Regulatory and Securities Disclosure

The tendered offer is private, non-binding, and subject to customary conditions, including corporate approvals and completion of the independent fairness opinion. This announcement does not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction. No assurance can be given that the tendered offer or proposed financing will be completed on the terms described, or at all.

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About PathoCare Holdings, Inc.

PathoCare Holdings, Inc. is the investment and holding entity created to support venture funding and corporate development of PathoCare, LLC. The Company oversees strategic partnerships, capital structuring, intellectual property strategy, and long-term growth planning to expand PathoCare’s patented Raman spectroscopy-based diagnostic platform.

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About PathoCare, LLC

PathoCare, LLC is a Houston-based diagnostics technology company leveraging Raman spectroscopy and adaptive artificial intelligence to deliver accurate, programmable, and reusable point-of-care testing systems. Its patented platform enables rapid, non-invasive diagnostics for bacterial and viral respiratory infections without the need for chemical reagents or long laboratory processing times. PathoCare is a leader in Lab-on-a-Chip non-invasive Point-of-Care diagnostic testing.

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Forward-Looking Statements

This press release contains forward-looking statements, including statements regarding valuation, financing plans, patent filings, and transaction outcomes. These statements involve risks and uncertainties that could cause actual results to differ materially. The Company undertakes no obligation to update forward-looking statements except as required by law.

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CONTACT: For media inquiries or further information, please contact:Investor Relations

PathoCare Holdings, Inc.

718-880-8014

[email protected]

www.spectroscopy.health

KEYWORD: TEXAS UNITED STATES NORTH AMERICA

INDUSTRY KEYWORD: DATA MANAGEMENT BIOTECHNOLOGY TECHNOLOGY HEALTH PHARMACEUTICAL HEALTH TECHNOLOGY MEDICAL DEVICES INFECTIOUS DISEASES SOFTWARE HOSPITALS CLINICAL TRIALS

SOURCE: PathoCare Holdings, Inc.

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PUB: 12/29/2025 03:19 PM/DISC: 12/29/2025 03:19 PM

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