Humanoid closes $2-million private placement

Executive Summary

• Humanoid Global Holdings Corp. has completed the closing of a non-brokered private placement of special warrants, raising $2 million in gross proceeds.
• The company issued 2.5 million special warrants at $0.80 each, which automatically convert into common shares and transferable warrants exercisable at $1.20 per share.
• The release also discloses additional cash inflows from investment sales and warrant exercises, while noting a demand letter from a former CEO which management believes is without merit.

Key Details

• Transaction Structure: Non-brokered private placement of special warrants.
• Pricing: $0.80 per special warrant.
• Quantity Issued: 2,500,000 special warrants.
• Gross Proceeds: $2,000,000.
• Conversion Terms: Each special warrant automatically converts into one common share and one transferable common share purchase warrant.
• Warrant Terms: Each warrant entitles the holder to acquire one share at an exercise price of $1.20 per share for a period of 24 months following issuance.
• Conversion Triggers: Conversion occurs on the earlier of:
  1. Three business days after filing a prospectus supplement to a short form base shelf prospectus (at company's sole discretion).
  2. Four months and one day after the closing of the offering.
• Finder’s Fees: Paid $133,000 in cash and 166,250 common share purchase warrants to eligible finders.
  • Finder's Warrant Terms: Exercisable for one share at $1.20 per share for 24 months.
• Hold Period: All securities are subject to a statutory hold period of four months plus one day, ending on February 25, 2026.
• Use of Proceeds: General working capital purposes.
• Additional Capital Raised:
  • $74,425 from the sale of certain investments during the current year.
  • $229,710 from the exercise of previously issued warrants ahead of the closing.
• Legal Matters: The company received a demand letter from its former chief executive officer. Management believes the allegations are without merit, and no legal proceedings have been commenced. Management states operations and growth initiatives are continuing without interruption.

Notable Quotes

• "Management remains confident in the company's strategic direction, and continues to advance its operations and growth initiatives without interruption."