Techmatrix, a Tokyo-listed IT services company, and its subsidiary PSP signed a basic agreement on 17 February 2026 to buy shares in Medmain, a Fukuoka startup that makes AI software to support pathology diagnosis. The purchase would give the two companies a majority of Medmain's voting rights and make it a consolidated subsidiary of the Techmatrix group, according to announcements from Medmain and a disclosure summarised by Nihon M&A Center.
The buyers plan to acquire every Medmain share except those held by PSP and by Medmain's chief executive, Osamu Iizuka. Those excluded holdings amount to 43,581 common shares and 28.83% of the voting rights. Techmatrix and PSP expect to pay about ¥2.3 billion (about $15 million) in total, a figure the disclosure said could still change because the split of shares between the two buyers had not been decided.
The agreement is a letter of intent rather than a final contract. The companies said they planned to sign a share transfer agreement on 1 April 2026 and complete the transfer by the end of April 2026.
What Medmain built
Medmain plans, develops, operates and sells pathology diagnosis support software and cloud services. Its main product, PidPort, digitises conventional glass slides, stores the images in the cloud so they can be shared, and supports remote diagnosis and automatic detection of lesions by AI, The Bridge reported. The system is also used in medical education, at academic conferences and in pharmaceutical research and development.
The company has said its AI for cancer detection is built on its own transfer learning technology. When it raised money in 2024, it said it would use the funds to develop pathology AI, seek approval for its AI as a medical device, invest in digital pathology equipment and expand its sales team.
Why Techmatrix is buying
Techmatrix provides network security services, medical image management systems for hospitals and quality assurance tools for software embedded in cars and home appliances. PSP, its consolidated subsidiary, develops medical imaging systems, radiology workflow software and cloud and AI development platforms for medicine.
PSP and Medmain agreed a capital and business alliance in July 2022. Since then they have worked on services that combine Medmain's pathology AI with PSP's cloud-based picture archiving and communication system (PACS) and its remote imaging diagnosis technology. The companies said they now wanted a more integrated organisation to build a digital pathology platform that uses AI.
The disclosure said clinical use of AI in pathology diagnosis was getting closer. The companies want to build a route through regulatory approval for medical devices and to use digital pathology data for medical research.
The funding behind Medmain
PSP first invested in Medmain in July 2022, when Medmain raised ¥300 million (about $2.2 million at the time) through an allotment of new shares to PSP, Nihon M&A Center reported. The Bridge described the July 2022 financing as the first close of Medmain's Series A round. In April 2024 Medmain announced a second close of ¥850 million (about $5.5 million), bringing its total funding to ¥2.05 billion (about $13 million), The Bridge reported.
Investors in the second close included PSP, Migalo Holdings, Nikon, Angel Navi Group and the individual investor Taro Fukuyama. Before the new agreement, PSP held 5,593 common shares and 17,080 Class A preferred shares, equal to 15% of Medmain's voting rights. Techmatrix itself held no shares.
The disclosure did not name the shareholders who will sell, and Medmain did not report its revenue, profit or headcount.
What happens next
Iizuka's own shares are not part of the purchase, so he will remain a shareholder alongside the Techmatrix group. Medmain said the move was intended to speed up the practical use of pathology AI in healthcare.
Neither company announced changes to PidPort or to existing customer contracts. The final number of shares each buyer takes, and the final price, were to be set in the share transfer agreement.
