Humanoid Global arranges $2M special warrant financing

Executive Summary

• Humanoid Global Holdings Corp. announced a non‑brokered private placement for up to 2.5 million special warrants at C$0.80 each, targeting gross proceeds of up to $2 million.
• Each special warrant will automatically convert into one unit (one common share + one transferable common share purchase warrant) on the earlier of filing a prospectus supplement or four months + 1 day after closing.
• Net proceeds are earmarked for general working‑capital purposes; insiders may participate, constituting a related‑party transaction exempt from certain valuation and shareholder‑approval requirements.

Key Details

• Offering Size: Up to 2.5 million special warrants.
• Price per Special Warrant: C$0.80 (approximately $0.80).
• Maximum Gross Proceeds: $2 million.
• Conversion Mechanics:
• Each special warrant converts into one unit (1 common share + 1 transferable common share purchase warrant).
• Conversion occurs automatically on the earlier of:
  1. Three business days after filing a prospectus supplement to a short‑form base shelf prospectus, or
  2. Four months + one day after closing.
• Underlying Warrant Terms: Each unit’s purchase warrant allows acquisition of one share at $1.20 per share for 24 months from issuance.
• Finder’s Fees & Broker Warrants:
• Cash finder’s fee: 7.0 % of gross proceeds.
• Additional broker warrants equal to 7.0 % of the number of special warrants sold; each broker warrant exercisable at $1.20 per share for 24 months.
• Regulatory Exemptions: Offering relies on NI 45‑106 prospectus exemptions (accredited investors, minimum $150k investment, etc.).
• Statutory Hold Period: All securities subject to a four‑month hold period from closing prior to any conversion or filing of a prospectus supplement.
• Closing Conditions: Subject to customary conditions, including CSE approval; no minimum subscription amount; may close in one or more tranches.
• Use of Proceeds: General working capital.
• Insider Participation: Anticipated; treated as related‑party transaction under MI 61‑101 with exemptions from formal valuation and minority shareholder approval (fair market value ≤ 25 % of market cap).

Notable Quotes

“This capital infusion is a direct accelerator for our portfolio and our pipeline,” said Shahab Samimi, CEO 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.”