Nextech3D.AI corrects note conversion price

Executive Summary

• Nextech3D.AI Corp. has completed due diligence on its acquisition of Krafty Labs, a revenue-generating AI-driven event engagement company, with the transaction scheduled to close on January 2, 2026, subject to Canadian Securities Exchange (CSE) approval.
• Krafty Labs brings a blue-chip customer base, approximately $1.2 million in year-to-date 2025 revenue, and 72% gross margins, which management believes will enhance Nextech3D.AI's AI-first event platform and expand its reach into enterprise customers.
• CEO Evan Gappelberg has committed to a $321,917 investment in the company via an 18-month convertible note, demonstrating insider confidence and aligning management with shareholder interests.

Key Details

• Acquisition Target: Krafty Labs, an AI-driven event engagement and experiential technology company serving global enterprise customers.
• Closing Date: January 2, 2026 (subject to customary closing conditions and CSE approval).
• Target Financials:
  • Year-to-date 2025 Revenue: ~$1.2 million.
  • Gross Margins: 72%.
  • Customer Base: Described as "highly attractive blue-chip."
• Strategic Rationale: The acquisition is expected to drive increased average contract values, deeper customer relationships, and enhanced monetization opportunities across in-person, virtual, and hybrid events by combining Krafty Labs' enterprise-grade engagement capabilities with Nextech3D.AI's existing event technology stack.
• CEO Investment Terms:
  • Investor: Evan Gappelberg, CEO.
  • Instrument: Convertible Note.
  • Principal Amount: $321,917.
  • Term: 18 months.
  • Interest Rate: 12% per annum.
  • Conversion Price: 16.5 cents per share.
  • Conversion Shares: 2,299,412 common shares (at CEO's sole discretion).
  • Warrants: 2,299,412 common share purchase warrants issued as compensation.
  • Warrant Exercise Price: 16.5 cents per share.
  • Warrant Term: Three years.
• Regulatory Status: The transaction is a related party transaction under Multilateral Instrument 61-101. The company is relying on exemptions from formal valuation and minority shareholder approval requirements because the transaction does not exceed 25% of the company's market capitalization. CSE approval is still required.
• Insider Ownership: Mr. Gappelberg remains the largest shareholder with 32,757,017 common shares.

Notable Quotes

• "We believe the acquisition of Krafty Labs, combined with my personal investment in the company, represents a strong vote of confidence in Nextech3D.AI's direction and execution." — Evan Gappelberg, CEO
• "With due diligence complete and a closing date set, we are focused on integrating Krafty Labs and accelerating growth while continuing to build long-term shareholder value." — Evan Gappelberg, CEO