NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
LAS VEGAS–(BUSINESS WIRE)–Realbotix Corp. (“Realbotix” or the “Company”) (TSX-V: XBOT) (Frankfurt: 76M0.F) is pleased to announce that it has entered into an agreement with A.G.P. Canada Investments ULC, acting as the sole agent and bookrunner (the “Agent”), in connection with a “best efforts” private placement of up to 10,000,000 units of the Company (each, a “Unit”) at a price of C$0.50 per Unit (the “Issue Price”) for aggregate gross proceeds to the Company of up to C$5,000,000 (the “Offering”).
Each Unit will consist of one common share in the capital of the Company (each, a “Common Share”) and one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder thereof to acquire one Common Share (a “Warrant Share”) at an exercise price of C$0.75 for a period of five (5) years after the Closing Date (as defined below). The Units will be issued pursuant to the Listed Issuer Financing Exemption (as defined herein).
The Company intends to use the net proceeds from the Offering to advance the engineering, design and commercialization of its AI-powered humanoid robots, and for working capital and general corporate purposes.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the Units issuable under the Offering will be offered for sale to purchasers resident in each of the provinces of Canada, other than Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (collectively, the “Listed Issuer Financing Exemption”). The Units may also be issued in the United States pursuant to exemptions from the registration requirements in Regulation D of the U.S. Securities Act of 1933, as amended, and offshore jurisdictions.
An offering document dated October 21, 2025 related to the Offering can be accessed under the Company’s profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.realbotix.ai. Prospective investors should read this offering document before making an investment decision.
The Offering is expected to close on or about October 24, 2025, or such other date as may be determined by the Company and the Agent (the “Closing Date”), and is subject to the Company receiving all necessary regulatory approvals, including the conditional acceptance of the TSX Venture Exchange (the “TSXV”). As the Offering is being completed pursuant to the Listed Issuer Financing Exemption, the securities issued pursuant to the Offering, including the Common Shares and Warrants underlying the Units, and, upon exercise of the Warrants, the Warrant Shares, will not be subject to a hold period under applicable Canadian securities laws.
The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and may not be offered or sold in the “United States” (as such term is defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable U.S. state securities laws or an exemption from such registration is available. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Realbotix
Realbotix designs and manufactures AI-powered intelligent humanoid robots for entertainment, customer service, and companionship.
Manufactured in the United States, Realbotix’s patented AI and robotics technologies enable lifelike expressions, motion, vision, and social engagement, positioning us as a category leader in the rapidly evolving field of human-centric robotics.
Realbotix.com: Product site
Realbotix.AI: Corporate and Investor site
Keep up-to-date on Realbotix developments by joining our online communities on Twitter, LinkedIn, and YouTube.
Follow Aria, our humanoid robot, on Instagram and TikTok.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.
Forward-Looking Information
This news release contains forward-looking information within the meaning of Canadian securities legislation (collectively, “forward-looking statements”) that relate to Realbotix’s current expectations and views of future events. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as “will likely result”, “are expected to”, “expects”, “will continue”, “is anticipated”, “anticipates”, “believes”, “estimated”, “intends”, “plans”, “forecast”, “projection”, “strategy”, “objective” and “outlook”) are not historical facts and may be forward-looking statements and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, the completion of the Offering, approvals of the TSXV, the issuance of the Units, the intended use of the net proceeds from the Offering and the expected closing date of the Offering. The Company believes that the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. These statements speak only as of the date of this news release.
Forward-looking statements are based on a number of assumptions and are subject to a number of risks and uncertainties, many of which are beyond Realbotix’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, satisfaction or waiver of the conditions to the completion of the Offering; the Company receiving all requisite approvals in connection with the Offering, including the acceptance of the TSXV; and the ability of the Company to close the Offering on a timely basis or at all. Realbotix undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for Realbotix to predict all of them, or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.
Contacts
Andrew Kiguel, CEO
Email: [email protected]
Jennifer Karkula, Head of Communications
Email: [email protected]
[email protected]
[email protected]
Telephone: 647-578-7490
