Unichem Completes Signatures with Key Parties for the Acquisition of U.S.-based Loomia... Full-scale Commercialization of 'Robotic E-Skin'

* Following the term sheet disclosure, the acquisition process advances... Final confirmation subject to remaining shareholders' signatures and regulatory approvals.
* Targeting mass production orders of 1,000 robots and 3,000 vehicles annually... Transaction expected to close in January 2027.

On October 12, Unichem announced that it has proceeded with signing the definitive agreement with key parties, including the founder of Loomia, to acquire a 100% stake in Loomia Technologies, Inc., a U.S. flexible electronics company. However, this definitive agreement will take final legal effect only when mandatory conditions precedent are met, including the collection of signatures from some remaining shareholders and the acceptance of the report by the Bank of Korea under the Foreign Exchange Transactions Act.

This definitive agreement specifies the conditions for the payment of the acquisition price, the employment retention agreement for key personnel, and performance-based compensation conditions linked to mass production orders for robots and vehicles. Unichem will proceed with the remaining acquisition procedures without disruption, while simultaneously pushing for the commercialization of Loomia's flexible electronics technology to connect it with customer product adoption, actual delivery, and sales.

According to the agreement, if the annual mass production order targets of 1,000 units in the robotics sector and 3,000 units in the automotive sector are achieved respectively before December 30, 2028, up to $1 million in performance-linked convertible bonds (Earn-out CBs) will be issued, with $500,000 allocated per sector. The issuance of these performance-linked convertible bonds also reflects the prior reporting and acceptance by the Bank of Korea as an essential requirement.

This structure is designed to boost the commercialization motivation of key personnel by using customer adoption for mass production and securing supply volumes as the criteria for performance compensation. Unichem's strategy is to promote customer validation and mass production orders for robotic materials and components, and to generate revenue in the robotics business through post-order delivery.

Loomia is participating as an industry member of the HAND ERC, a robotic hand and dexterous manipulation technology consortium supported by the U.S. National Science Foundation (NSF). This consortium, which includes global tech companies such as Meta, Google DeepMind, and Amazon Robotics as members, researches robotic hand sensing and actuation, as well as AI-based dexterous manipulation technologies.

Loomia's flexible electronics technology 'LEL' implements pressure sensing, heating, and touch functions into materials. Unichem plans to combine this with its own material manufacturing and processing capabilities to expand its business into electronic skins applicable to robotic hands, grippers, and outer shells, as well as smart interior materials for automobiles.

The maximum acquisition price is $6.3 million, and the expected closing date is January 4, 2027. Key personnel, including founder Madison Maxey, have committed to retaining their employment for a minimum of three years from the effective date of the merger.

Notably, Madison Maxey, founder and CEO of Loomia, has been nominated as a candidate for the board of directors, along with Monroe Kennedy III, director of the Assistive Robotics and Manipulation (ARM) Lab at Stanford University, at Unichem's extraordinary general meeting of shareholders scheduled for October 27.

If the appointment proposal is passed, Director Kennedy's research expertise in robotic tactile sensing and manipulation, along with CEO Maxey's experience in flexible electronics productization and global customer development, will be added to Unichem's board. Based on the participation of these two experts, Unichem plans to strengthen its technology validation and productization strategy for robotic outer shells and push for customer evaluation and mass production orders by linking them with its own materials and mass production capabilities.

"Reflecting the mass production order conditions in this agreement shows our commitment to connecting technology with actual business performance," Unichem stated. "By combining Loomia's core technology with Unichem's materials and mass production capabilities, we will drive customer product adoption and delivery in robotics, and prove our growth potential through revenue.