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

Executive Summary

• xTAO Inc. closed a strategic private placement raising US$7.298 million from Off the Chain, LP.
• The offering consisted of 9,479,090 pre‑funded warrants sold at US$0.77 each, each warrant convertible into one common share subject to a 9.99% ownership cap.
• Proceeds will be used to grow the company’s TAO treasury and expand validator operations within the Bittensor ecosystem.

Key Details

• Offering Structure: Non‑brokered private placement of pre‑funded warrants (9,479,090 warrants).
• Price per Warrant: US$0.77.
• Gross Proceeds: US$7,298,900.
• Investor: Off the Chain, LP – an institutional investor focused on long‑term digital asset exposure.
• Conversion Mechanics: Each warrant automatically converts into one common share on a rolling, indefinite basis until all warrant shares are issued; conversion will not occur if it would cause the holder to own >9.99% of outstanding common shares (Beneficial Ownership Limitation).
• Use of Proceeds: Augment TAO treasury and expand validator operations to strengthen xTAO’s position in the Bittensor decentralized AI ecosystem.
• Regulatory Conditions: Subject to final approval by the TSX Venture Exchange; securities subject to a statutory hold period of four months and one day.
• Fees: No finder's fees or commissions payable in connection with the offering.

Notable Quotes

• “The closing of this strategic investment provides us with critical capital to accelerate our growth within the Bittensor ecosystem, enhancing both our treasury strength and validator capacity,” – Karia Samaroo, CEO, xTAO Inc.