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Fobi AI Announces Completion of Upsized Non-Brokered LIFE Offering and & New Private Placement Financing
Friday, March 1, 2024Company Profile | Follow Company
Vancouver, BC, March 1, 2024--(T-Net)--Fobi AI Inc. (FOBI:TSXV), a leader in harnessing AI and data intelligence to enable digital transformation, announced that it has completed the final closing of its non-brokered private placement pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions (the "LIFE Offering").
The second tranche of the LIFE Offering closed on February 28, 2024 and resulted in the issuance of 13,212,128 units of the Company at a price per Unit of C$0.07 for aggregate gross proceeds of $924,849.
The total LIFE Offering was comprised of the issuance of an aggregate of 34,905,498 Units at a price per Unit of C$0.07 for aggregate gross proceeds of $2,443,384.94.
The Company intends to use the net proceeds of the LIFE Offering for sales and marketing, product expansion and integration, market expansion, and general working capital and corporate expenses.
The Offering is subject to the final approval of the TSXV.
Non-LIFE Offering of Units
Due to additional interest, the Company also announced the closing of a new non-brokered private placement offering of Units (the "Non-LIFE Offering"). The Non-LIFE Offering was comprised of up to 7,603,569 Units of the Company at a price per Unit of $0.07 for aggregate gross proceeds of $532,250.
The Units offered in the Non-LIFE Offering bear the same terms as that offered in the LIFE Offering except that all securities issued pursuant to the Non-LIFE Offering will be subject to a statutory hold period of four months and one day from closing under applicable Canadian securities laws.
The Company may engage one or more agents or finders in connection with the Non-LIFE Offering and may pay such parties fees as may be agreed between the Company and such parties.
The Company intends to use the net proceeds of the Non-LIFE Offering for sales and marketing, product expansion and integration, market expansion and general working capital and corporate expenses.
About Fobi AI
Founded in 2017 in Vancouver, Canada, Fobi is a leading AI and data intelligence company that provides businesses with real-time applications to digitally transform and future-proof their organizations. Fobi enables businesses to action, leverage, and monetize their customer data by powering personalized and data-driven customer experiences and drives digital sustainability by eliminating the need for paper and reducing unnecessary plastic waste at scale.
Fobi works with some of the largest global organizations across retail & CPG, insurance, sports & entertainment, casino gaming, and more. Fobi is a recognized technology and data intelligence leader across North America and Europe, and is the largest data aggregator in Canada's hospitality & tourism industry.
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Additional Details on the Financing
Each Unit consists of one (1) common share in the capital of the Company (a "Common Share") and one (1) common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to acquire one (1) additional Common Share at an exercise price of C$0.14 until the earlier of three (3) years from the date of issuance; and (ii) in the event the volume weighted average price of the Common Shares on the TSX Venture Exchange (the "TSXV") for any continuous 10 trading day period meets or exceeds $0.21 following the date of issuance thereof (the "Acceleration Condition"), the date that is thirty (30) days following the issuance of a news release by the Company announcing the acceleration of the expiry of the Warrants, which such news release may be issued at any time following the trigger of the Acceleration Condition (the "Acceleration Right"). For avoidance of doubt, the Company shall not be obligated to exercise the Acceleration Right at any time.
Subject to compliance with applicable regulatory requirements and in accordance with NI 45-106, the securities issued under the LIFE Offering are not subject to a hold period pursuant to applicable Canadian securities laws.
In connection with the Second Tranche, the Company paid certain finder's fees in connection with finder's fee agreements with Canaccord Genuity Corp, Haywood Securities Inc., PI Financial Corp., and EMD Financial Inc., each an arm's length finder (the "Finders"). In connection with the closing of the Second Tranche, the Finders were paid an aggregate of $36,019.20 in cash and issued a total of 514,560 non-transferrable finder warrants (each, a "Finder Warrant") Each Finder Warrant is exercisable to acquire one Common Share at an exercise price of $0.14 until February 28, 2027 or as otherwise accelerated as per the Acceleration Right. The Finder Warrants are subject to a hold period of four months from the date of issuance thereof.
None of the securities of the Company including those issued or issuable pursuant to the LIFE Offering and Non-LIFE Offering have been, or will be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referenced in this press release, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
This news release contains certain statements which constitute forward-looking statements or information, including statements relating to the use of proceeds from the Offering. Such forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the Company's control, including the impact of general economic and capital markets conditions, stock market volatility and the ability to access sufficient capital from internal and external sources. Although the Company believes that the expectations in its forward-looking statements are reasonable, they are based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are based upon currently available information. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. As such, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to future plans, operations, results, levels of activity or achievements. The forward-looking statements contained in this news release are made as of the date of this news release and, except as required by applicable law, the Company does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement. Trading in the securities of the Company should be considered highly speculative. There can be no assurance that the Company will be able to achieve all or any of its proposed objectives. [ MORE ] |
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