AIBOTICS, Inc: agrees to acquire Empulser for up to $22,000,000

What happened On Oct 2, 2026 AIBOTICS, Inc reported that it entered into an Agreement for the Exchange of Stock with Empulser Enterprises LLC under which the company will acquire 100% of Empulser and Empulser will become a wholly owned subsidiary. The consideration is up to $22,000,000 of the company's Series C preferred stock, subject to earn-out provisions and closing conditions.

Key details

• The Certificate of Designation authorizes 2,200,000 shares of Series C Preferred Stock at a Series C Original Issue Price of $10.00 per share; 220,000 shares are allocated to the closing and the remaining shares are subject to a 36-month earn-out.
• Earn-out structure: 198,000 shares are allocated to each of 10 milestones (9% of maximum consideration per milestone), tied to patent filings/issuances, product demonstration and flight testing, acceptance into a test/evaluation or pilot program, and achievement of US$500,000 in cumulative revenue. Unearned shares after 36 months are not issuable or will be forfeited/cancelled.
• Series C terms include no dividends, liquidation preference equal to the original issue price, conversion into common stock at a formula starting at the closing-market price, and a 4.9% beneficial ownership conversion cap (waivable with 61 days' notice).
• Pre-closing financing: the company may advance up to $2,000,000 to Empulser as secured loans for a budgeted use; Patrick Tsang is to enter a consulting agreement and the company intends to appoint him CEO and director upon closing subject to approvals and a CEO agreement. Closing requires delivery of audited financials and other specified documents; deadline and certain termination rights are set, including a target to close within 90 days and a backstop date of Jan 2, 2027 for unsatisfied conditions.

Why it may matter This is Item 1.01 (entry into a material definitive agreement), and the filing covers the Exchange Agreement terms including consideration, earn-out milestones, preferred stock rights, pre-closing financing, management arrangements, closing conditions, and termination provisions. This filing does not show why the insider traded or why the company acted.