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Realbotix Corp. — Capital/Financing Update 2025
Oct 28, 2025
44726_rns_2025-10-28_d88421c9-d5f6-4e99-9b02-333c7b3110ad.pdf
Capital/Financing Update
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Form 51-102F3
MATERIAL CHANGE REPORT
- Name and Address of Reporting Issuer
Realbotix Corp. (“Realbotix” or the “Company”)
40 Temperance St., Suite 3200,
Bay Adelaide Centre North Tower,
Toronto, Ontario, M5H 0B4, Canada
- Dates of Material Changes
October 21, 2025, October 23, 2025 and October 24, 2025.
- News Release
The Company disseminated the news releases announcing the material changes described in this report through the facilities of Business Wire on October 21, 2025, October 22, 2025 and October 24, 2025, and subsequently filed such news releases under the Company’s profile on SEDAR+ at www.sedarplus.ca. The subject news releases are appended to this material change report at Schedule “A”.
- Summary of Material Change
On October 21, 2025, the Company announced that it entered into an agreement (the “Engagement Letter”) with A.G.P. Canada Investments ULC, acting as sole agent and bookrunner (the “Agent”), in connection with a “best efforts” private placement offering 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.
On October 22, 2025, the Company announced it had increased the size of its previously announced brokered private placement offering to provide for the issuance of up to 14,000,000 Units at the Issue Price for aggregate gross proceeds to the Company of up to C$7,000,000 (the “Offering”).
On October 24, 2025, the Company announced it had closed the Offering.
- Full Description of Material Change
5.1 Full Description of Material Changes
On October 21, 2025, the Company announced that it entered into the Engagement Letter with the Agent in connection with the brokered private placement of up to 10,000,000 Units at the Issue Price for aggregate gross proceeds to the Company of up to C$5,000,000. Each Unit consists 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 entitles 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 following the issue date of the Warrants. The Units were issued pursuant to Part 5A of National Instrument 45-106 – Prospectus Exemptions, as amended and
supplemented by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "Listed Issuer Financing Exemption").
On October 22, 2025, the Company announced that, as a result of strong investor demand, it had increased the size of the Offering pursuant to the Listed Issuer Financing Exemption to provide for the issuance of up to 14,000,000 Units at the Issue Price for aggregate gross proceeds of up to C$7,000,000. The terms of the Units, including the Common Shares, the Warrants and the Warrant Shares, remained the same as previously announced. An amended and restated offering document dated October 22, 2025 related to the Offering was filed under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at www.realbotix.ai.
On October 24, 2025, the Company announced the closing of the Offering.
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.
In connection with the Offering and as consideration for their services, the Company paid to the Agent a cash commission equal to 7.0% of the Offering amount and issued to the Agent 980,000 broker warrants (the "Broker Warrants"). Each Broker Warrant entitles the Agent to acquire one Common Share at a price of C$0.75 at any time on or before October 24, 2030, subject to adjustment in certain events. The Broker Warrants are subject to a hold period under applicable Canadian securities laws.
5.2. Disclosure for Restructuring Transaction
Not applicable.
6. Reliance on Subsection 7.1(2) of National Instrument 51-102
Not applicable.
7. Omitted Information
Not applicable.
8. Executive Officer
Andrew Kiguel, Chief Executive Officer
+1-647-578-7490
9. Date of Report
October 28, 2025
Forward-Looking Statements
This material change report contains forward-looking information within the meaning of Canadian securities legislation (collectively, "forward-looking statements") that relate to the Company'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 material change report include, but are not limited to, the intended use of the net proceeds from 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 material change report should not be unduly relied upon. These statements speak only as of the date of this material change report.
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 the Company'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. The Company 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 the Company 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 material change report are expressly qualified in their entirety by this cautionary statement.
SCHEDULE "A"
See attached.
realbotix
REALBOTIX ANNOUNCES
BROKERED LIFE OFFERING OF UP
TO C$5,000,000
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES
LAS VEGAS, NEVADA, October 21, 2025 – 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
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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.
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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.
Contacts
Andrew Kiguel, CEO
Email: [email protected]
Jennifer Karkula, Head of Communications
Email: [email protected]
Telephone: 647-578-7490
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,
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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.
realbotix
REALBOTIX ANNOUNCES UPSIZE OF BROKERED LIFE OFFERING OF UP TO C$7,000,000
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
LAS VEGAS, NEVADA, October 22, 2025 – Realbotix Corp. (“Realbotix” or the “Company”) (TSX-V: XBOT) (Frankfurt: 76M0.F) is pleased to announce that, as a result of strong investor demand, the Company has increased the size of its previously announced brokered private placement pursuant to Part 5A of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), as amended and supplemented by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (collectively, the “Listed Issuer Financing Exemption”).
The private placement will now consist of the issuance of up to 14,000,000 units of the Company (each, a “Unit”) at a price of C$0.50 per Unit for aggregate gross proceeds of up to C$7 million (or approximately US$5 million) (the “Offering”). The Units are expected to be subscribed for in full by a single institutional investor.
A.G.P. Canada Investments ULC (“Agent”) is acting as the sole bookrunner and agent for the Offering.
Each Unit to be issued under the Life Issuer Financing Exemption 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 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 NI 45-106, the Units issuable under the Offering will be offered for sale to purchasers resident in each
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of the provinces of Canada, other than Quebec, pursuant to 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 amended and restated offering document dated October 22, 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.
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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.
Contacts
Andrew Kiguel, CEO
Email: [email protected]
Jennifer Karkula, Head of Communications
Email: [email protected]
Telephone: 647-578-7490
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
- 4 -
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 upsized 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.
realbotix
REALBOTIX COMPLETES C$7,000,000 BROKERED LIFE OFFERING
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
LAS VEGAS, NEVADA, October 24 2025 – Realbotix Corp. (“Realbotix” or the “Company”) (TSX-V: XBOT) (Frankfurt: 76M0.F) is pleased to announce the closing of its previously announced brokered, upsized private placement of 14,000,000 units of the Company (collectively, the “Units”) at a price of C$0.50 per Unit for aggregate gross proceeds of C$7,000,000 (the “Offering”). A.G.P. Canada Investments ULC (the “Agent”) acted as the sole bookrunner and agent in connection with the Offering, and A.G.P./Alliance Global Partners acted as sole U.S. placement agent for the Offering.
Each Unit consists 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 entitles the holder thereof to acquire one Common Share (a “Warrant Share”) at an exercise price of C$0.75 per Warrant Share at any time on or before October 24, 2030, subject to adjustment in certain events.
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.
Andrew Kiguel, Executive Chairman and Chief Executive Officer of the Company, noted, “We are pleased to successfully complete this Offering, which provides Realbotix with the capital to achieve our objectives for the foreseeable future. This strengthened financial position empowers us to accelerate growth across our products, services, and target markets. With a strong balance sheet, we are confident in our ability to deploy this capital strategically to deliver strong returns on investment.”
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The Units were offered and issued pursuant to Part 5A of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), as amended and supplemented by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (collectively, the “Listed Issuer Financing Exemption”). An amended and restated offering document dated October 22, 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. The Offering remains subject to final acceptance of the TSX Venture Exchange.
As the Offering was 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 the Warrant Shares issuable upon the due exercise of the Warrants, will not be subject to a hold period under applicable Canadian securities laws.
In connection with the Offering and as consideration for their services, the Company paid to the Agent a cash commission equal to 7.0% of the Offering amount and issued to the Agent 980,000 non-transferable warrants of the Company (the “Broker Warrants”). Each Broker Warrant entitles the holder thereof to acquire one Common Share at a price of C$0.75 at any time on or before October 24, 2030, subject to adjustment in certain events. The Broker Warrants are subject to a hold period of four months 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.
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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.
Contacts
Andrew Kiguel, CEO
Email: [email protected]
Jennifer Karkula, Head of Communications
Email: [email protected]
Telephone: 647-578-7490
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,
- 4 -
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 intended use of the net proceeds from 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. 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.