Mr. Shahab Samimi reports
HUMANOID GLOBAL ANNOUNCES $2.0 MILLION SPECIAL WARRANT FINANCING
Humanoid Global Holdings Corp. has arranged a non-brokered private placement of up to 2.5 million special warrants at a price of 80 cents per special warrant for gross proceeds of up to $2-million.
Each special warrant will automatically convert into one unit of the company, as described below. Each unit will consist of one common share of the company and one transferable common share purchase warrant. Each warrant will entitle the holder to acquire one share at a price of $1.20 per share for a period of 24 months following the date of issuance.
Each special warrant will automatically convert, for no additional consideration, into one unit on the earlier of: (i) the date that is three business days following the date on which the company files a prospectus supplement to a short form base shelf prospectus with the applicable securities commissions qualifying the distribution of the units underlying the special warrants; and (ii) the date that is four months and one day after the closing of the offering.
"This capital infusion is a direct accelerator for our portfolio and our pipeline," said Shahab Samimi, chief executive officer of Humanoid Global. "It enables us to provide not just capital, but also the strategic support and resources our partner companies need to scale, innovate and capture market leadership in the rapidly evolving humanoid robotics and embodied AI landscape."
The filing of a prospectus supplement will be at the sole discretion of the company, and the company is under no obligation to file a prospectus supplement or qualify the distribution of the units underlying the special warrants. The company may, at its discretion, determine not to proceed with the filing of a prospectus supplement, in which case the special warrants will automatically convert into units following the expiry of the statutory four-month hold period.
The company may pay finders' fees of 7.0 per cent in cash and issue that number of broker warrants equal to 7.0 per cent of the number of special warrants sold under the offering. Each broker warrant will be exercisable for one share at a price of $1.20 per share for a period of 24 months from the date of issuance.
The special warrants will be issued pursuant to exemptions from the prospectus requirements under applicable Canadian securities laws, including the accredited investor, $150,000 minimum investment or other available exemptions under National Instrument 45-106, Prospectus Exemptions. Prior to any filing of a prospectus supplement and the automatic conversion of the special warrants, as applicable, all securities issued under the offering will be subject to a four-month statutory hold period from the date of closing, in addition to any other restrictions under applicable law.
Completion of the offering is subject to customary conditions, including the receipt of all necessary regulatory approvals, including the approval of the Canadian Securities Exchange. The offering is not subject to a minimum aggregate subscription amount and may close in one or more tranches.
The net proceeds of the offering will be used for general working capital purposes.
It is anticipated that insiders of the company may participate in the offering. The issuance of special warrants to insiders will constitute a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on exemptions from the formal valuation requirement under Section 5.5(a) and from the minority shareholder approval requirement under Section 5.7(1)(a) of MI 61-101, as the fair market value of the securities subscribed for by insiders does not exceed 25 per cent of the company's market capitalization.
About Humanoid Global Holdings Corp.
Humanoid Global is a publicly traded investment issuer building a portfolio of pioneering companies in the growing humanoid robotics and embodied AI (artificial intelligence) sector, investing in and accelerating their growth. It serves as a global investment platform providing liquidity and access to an actively managed portfolio spanning the value chain of this emerging ecosystem, including advanced software, hardware and enabling technologies. Led by a team with a proven record of scaling transformative technologies globally, the company takes a long-term, partnership-oriented approach. It provides capital and strategic consultation on go-to-market strategies, regulatory pathways and transaction advisory, while facilitating introductions to customers, suppliers and strategic partners.
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