xTAO Announces US$7.3M Investment by Off the Chain Capital

Executive Summary

• xTAO Inc. announced a non‑brokered private placement of 9,479,090 pre‑funded warrants to Off the Chain Capital for US $0.77 each, generating gross proceeds of approximately US $7.3 million.
• The proceeds will be used to increase the company’s TAO token treasury and expand validator operations within the Bittensor network, boosting its TAO holdings by ~41.5% (≈6.2% more TAO per share).
• The transaction is subject to customary closing conditions, including TSX Venture Exchange approval, and the warrants will automatically convert into common shares on a rolling basis, subject to a 9.99% beneficial‑ownership cap.

Key Details

• Offering Structure: Sale of 9,479,090 pre‑funded warrants (each convertible into one common share) at US $0.77 per warrant.
• Gross Proceeds: Approximately US $7,298,900.
• Investor: Entirely subscribed by Off the Chain Capital, an institutional investor focused on long‑term digital‑asset exposure.
• Closing Timeline: Expected to close on or about the week of November 10, 2025.
• Use of Proceeds:
• Grow TAO token treasury.
• Expand validator operations and strengthen xTAO’s position in the Bittensor ecosystem.
• Impact on Shareholder Value: Post‑offering, total TAO holdings expected to rise ~41.5%, translating to an approximate 6.2% increase in TAO per share for existing shareholders.
• Conversion Mechanics: Warrants automatically convert into common shares at the holder’s election, on a rolling and indefinite basis, until all warrant shares are issued, provided the holder does not exceed a 9.99% ownership threshold.
• Regulatory Conditions: Closing subject to customary conditions, including receipt of conditional approval from the TSX Venture Exchange (TSXV). All securities will be subject to a statutory hold period of four months and one day.
• No Finder’s Fees: No finder's fees or commissions are payable in connection with the offering.

Notable Quotes

• “We believe Bittensor represents one of the most important open‑source networks of our time,” said Brian Estes, Chief Investment Officer, Off the Chain Capital.
• “This financing is immediately accretive to shareholders on a TAO‑per‑share basis… it reflects our shared long‑term conviction in the Bittensor ecosystem and decentralized intelligence,” said Karia Samaroo, CEO, xTAO Inc.