Vancouver, British Columbia, October 14, 2025 (GLOBE NEWSWIRE) — Humanoid Global Holdings Corp. (“Humanoid Global” or “Company“) (CSE: Robo, FBB:0XM1, OcQB: Rboff)A publicly traded investment issuer focused on building and accelerating the development of a portfolio of innovative companies in the humanoid robotics and artificial intelligence sector, is pleased to announce a private, non-brokered offering of up to 2,500,000 Special Warrants (“Special orders“) at a price of $0.80 per special order for gross proceeds up to $2,000,000 (“Offer“).
Each Special Warrant is automatically converted into one unit of the Company (each a “Unit“) as described below. Each unit will consist of one common share of the Company (“Share“) and one transferable warrant to purchase common shares (“OrderEach warrant entitles the holder to purchase one Share at a price of $1.20 per Share for a period of twenty-four (24) months from the date of issue.
Each Special Warrant will automatically convert, without additional consideration, into one Unit on the earlier of: (i) the date that is three business days after the date on which the Company files a short form base shelf prospectus supplement with the applicable securities commissions qualifying the distribution of the Units underlying the Special Warrants (“Supplement to the prospectus“); and (ii) the date that is four months and one day after the closing of the Offering.
“This capital infusion is a direct boost to our portfolio and our pipeline,” said Shahab Samimi, CEO of Humanoid Global. “This allows us to provide not only the capital, but also the strategic support and resources our partner companies need to scale, innovate and capture market leadership in the rapidly evolving humanoid robotics and embodied artificial intelligence landscape.”
The filing of the Prospectus Supplement will be at the sole discretion of the Company and the Company is under no obligation to file a Prospectus Supplement or to determine the distribution of the Units underlying the Special Warrants. The Company may, at its discretion, elect not to file a Prospectus Supplement, in which case the Special Warrants will automatically convert into Units upon expiration of the statutory four-month hold period.
The Company may pay a commission of 7.0% in cash and issue a specified number of brokerage warrants (“Brokerage warrants“), equal to 7.0% of the number of Special Warrants sold in the Offering. Each Brokerage Warrant is exercisable for one Share at a price of $1.20 per Share for a period of twenty-four (24) months from the date of issue.
The special warrants will be issued pursuant to exceptions to the prospectus requirements under applicable Canadian securities laws, including an accredited investor minimum investment of $150,000 or other available exceptions pursuant to National Instrument 45-106: Exceptions from the prospectus. Pending the filing of any Prospectus Supplement and the automatic conversion of the Special Warrants, as applicable, all securities issued in the Offering will be subject to a four-month statutory hold period from the closing date, in addition to any other restrictions under applicable law.
Completion of the Offering is subject to customary conditions, including the receipt of all necessary regulatory approvals, including the approval of the Canadian Securities Exchange (“CSE“). The offering is not subject to a minimum aggregate subscription amount and may be completed in one or more tranches.
The net proceeds from the Offering will be used for general working capital purposes.
It is intended that Company insiders may participate in the Offering. The issue of special warrants to insiders will constitute a “related party transaction” within the meaning of Multilateral Instrument 61-101: Protection of minority security holders in special transactions (“MI 61-101The Company relies on the exemption from the formal valuation requirement under Section 5.5(a) and from the minority shareholder approval requirement under Section 5.7(1)(a) of MI 61-101 because the fair market value of the securities subscribed to by insiders does not exceed 25% of the Company's market capitalization.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (“US Securities Law“) or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration. This press release is not intended for distribution to U.S. news services or for distribution in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.
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About Humanoid Global Holdings Corp.
Humanoid Global Holdings Corp. (CSE: Robo, FBB:0XM1, OcQB: Rboff) (“Humanoid Global” or the “Company”) is a publicly traded investment company building a portfolio of innovative companies in the growing humanoid robotics and artificial intelligence sector, investing in and accelerating their growth. It serves as a global investment platform providing liquidity and access to an actively managed portfolio spanning the value chain of this evolving ecosystem, including cutting-edge software, hardware and cutting-edge technologies. Led by a team with a proven track record of scaling transformative technologies around the world, the Company takes a long-term, partnership-focused approach. He provides capital and strategic advice on go-to-market strategies, regulatory pathways and transaction advice while facilitating exposure to clients, suppliers and strategic partners.
Find out more:
https://www.humanoidglobal.ai/
For more information contact:
Shahab Samimi
Director of the company
[email protected]
[email protected]
(604) 602-0001
CSE: Robo
OcQB: Rboff
FBB:0XM1
ON BEHALF OF THE MANAGEMENT
Shahab Samimi
Director of the company
CSE assumes no responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This press release contains statements that may be considered “forward-looking information” within the meaning of applicable Canadian securities laws. All statements in this press release, other than statements of historical fact, that address events, developments or results that the Company expects in the future are forward-looking statements. Forward-looking statements are generally, but not always, identified by words such as “expects,” “plans,” “expects,” “believes,” “intends,” “estimates,” “projects,” “potential,” “goals,” “strategy,” “opportunity,” “will,” “would,” “could,” “could,” or “should” and similar expressions.
Forward-looking information in this press release includes, but is not limited to: statements regarding the terms, size and completion of the Offering; automatic conversion of special warrants and timing of its implementation; the Company's discretion in relation to the filing of any Prospectus Supplement; potential insider participation; targeted use of income; as well as the Company's overall business plans, growth strategy and expectations regarding the development of its portfolio and investments in the humanoid robotics and artificial intelligence sector.
Although Humanoid Global believes that the assumptions and expectations reflected in such forward-looking statements are reasonable, such statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements. These factors include, but are not limited to: the Company's ability to complete the Offering on the terms described or at all; timing and receipt of regulatory approvals, including from the CSE; general business, economic, competitive, political and social uncertainty; changes in capital markets; the speculative nature of investment and development in emerging technology sectors; and additional risks described in the Company's public report available on SEDAR+ (www.sedarplus.ca).
Readers are cautioned not to place undue reliance on forward-looking statements. The forward-looking statements contained in this press release are made as of the date hereof and are based on information currently available and management's beliefs, estimates, expectations and opinions at that time. Except as required by applicable securities laws, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
