FOBI AI Inc. Announces Sale of German Subsidiary

Rhea-AI Summary

FOBI AI Inc. (FOBIF) has announced the sale of its German subsidiary, Fobi AI Germany GmbH, to an arm's length third party purchaser for EUR 1,540,000. The transaction includes a cash purchase price of EUR 1,400,000 and an additional EUR 140,000 for licensing rights. The company will retain a 48-month non-exclusive, worldwide, irrevocable, and sublicensable license to use the "Passcreator Software".

CEO Rob Anson stated this strategic decision aims to strengthen FOBI's financial position without shareholder dilution, while enabling the company to focus on AI and Web3 developments. The transaction requires TSX Venture Exchange approval and is currently subject to a failure-to-file cease trade order from November 1, 2024.

Positive

• Sale generates EUR 1.54 million in total value for the company
• Company retains 48-month non-exclusive worldwide license for Passcreator Software
• Transaction avoids shareholder dilution while strengthening financial position
• Strategic alignment with AI and Web3 focus areas

Negative

• Company is under a failure-to-file cease trade order since November 2024
• Loss of full ownership and control of German subsidiary
• Transaction requires TSX Venture Exchange approval, adding uncertainty

Vancouver, BC, May 28, 2025 (GLOBE NEWSWIRE) -- FOBI AI Inc. (FOBI:TSXV) (FOBIF:OTCQB) (“Fobi” or the “Company”) announces that it has entered into a share purchase agreement dated May 28, 2025 (the “Agreement”), with an arm’s length third party purchaser (the “Purchaser”), whereby pursuant to the Agreement, FOBI will sell to the Purchaser all of its shares in Fobi AI Germany GmbH (the “Acquired Company”, its wholly owned German subsidiary (the “Transaction”).

Pursuant to the Agreement, the Purchaser will pay to FOBI an aggregate of EUR 1,540,000.00 consisting of a cash purchase price in the amount of EUR 1,400,000.00 (the “Purchase Price”) and an additional purchase price in the amount of EUR 140,000.00, which will be paid by the Purchaser to the Acquired Company on behalf of FOBI after assumption by the Purchaser of FOBI’s obligations to pay such amount per the License (as defined below).

Pursuant to the Agreement, the Acquired Company will grant FOBI a license (the “License”) to use the “Passcreator Software” for the payment of an aggregate price of EUR 140,000. Such payment obligation will be assumed by the Purchaser pursuant to the Agreement. The License will be non-exclusive, worldwide, irrevocable and sublicensable. The term of the License will be 48 months after closing of the Transaction, without the right to terminate during these 48 months.

Rob Anson, CEO of Fobi, shared: "The sale of our German subsidiary was a strategic decision designed to fuel Fobi’s future growth without any further dilution to shareholders. This move is anticipated to immediately strengthens our financial position, secures full licensing rights, and enables us to accelerate progress in other key focus areas.

Over the past six months, we’ve been preparing Fobi for its next evolution in terms of sharpening our focus and strategically aligning with the transformative shifts in AI and Web3. Today’s announcement sets the stage for the Company’s advancements ahead."

No finders fee will be paid pursuant to the Agreement. The Transaction remains subject to the approval of the TSX Venture Exchange.

The Company is currently subject to an ongoing failure-to-file cease trade order ordered by the British Columbia Securities Commission on November 1, 2024 (the "FFCTO"). The FFCTO is applicable to the securities of the Company. The Transaction involves a sale of the securities of the Acquired Company, being a private German limited liability company not publicly listed on any stock exchange.

About Fobi

Founded in 2017 in Vancouver, Canada, Fobi is a leading AI and data intelligence company that provides businesses with real-time applications to digitally transform and future-proof their organizations. Fobi enables businesses to action, leverage, and monetize their customer data by powering personalized and data-driven customer experiences, and drives digital sustainability by eliminating the need for paper and reducing unnecessary plastic waste at scale.

Fobi works with some of the largest global organizations across retail & CPG, insurance, sports & entertainment, casino gaming, and more. Fobi is a recognized technology and data intelligence leader across North America and Europe, and is the largest data aggregator in Canada's hospitality & tourism industry.

For more information, please contact:

Fobi AI Inc.		Fobi Website: www.fobi.ai
Rob Anson, CEO		Facebook: @ Fobiinc
T : +1 877-754-5336 Ext. 3		Twitter: @ Fobi_inc
E: ir@fobi.ai		LinkedIn: @ Fobiinc

Forward Looking Statements/Information:

This news release contains certain statements which constitute forward-looking statements or information, including statements regarding the terms of the Transaction, the timing of the closing of the Transaction, and other statements characterized by words such as “anticipates,” “may,” “can,” “plans,” “believes,” “estimates,” “expects,” “projects,” “targets,” “intends,” “likely,” “will,” “should,” “to be”, “potential” and other similar words, or statements that certain events or conditions “may”, “should” or “will” occur. Such forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the Company’s control, including, without limitation, market competition, the impact of general economic and industry conditions, competition, stock market volatility, BCSC and Exchange approval conditions, and the ability to access sufficient capital from internal and external sources. Although the Company believes that the expectations in its forward-looking statements are reasonable, they are based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are based upon currently available information. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: Fobi not receiving approval of the Exchange with respect the Transaction; and changes to volatile exchange rates, market conditions, market competition and other economic and market factors. This forward-looking information may be affected by risks and uncertainties in the business of the Company and market conditions. As such, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to future plans, operations, and results, levels of activity or achievements.

The forward-looking statements contained in this news release are made as of the date of this news release and, except as required by applicable law, the Company does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement. Trading in the securities of the Company should be considered highly speculative. There can be no assurance that the Company will be able to achieve all or any of its proposed objectives.

 

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

 

FAQ

How much is FOBIF selling its German subsidiary for?

FOBI AI is selling its German subsidiary for a total of EUR 1,540,000, consisting of EUR 1,400,000 in cash and EUR 140,000 for licensing rights.

What happens to FOBIF's access to Passcreator Software after the sale?

FOBI AI will retain a 48-month non-exclusive, worldwide, irrevocable, and sublicensable license to use the Passcreator Software.

Why is FOBI AI selling its German subsidiary?

The sale is a strategic decision to strengthen FOBI's financial position without shareholder dilution and to focus on AI and Web3 developments.

What regulatory approvals does FOBIF need for this sale?

The transaction requires TSX Venture Exchange approval and is subject to a failure-to-file cease trade order from November 2024.

How will the proceeds from the German subsidiary sale be used?

According to CEO Rob Anson, the proceeds will help strengthen the company's financial position and accelerate progress in key focus areas, particularly in AI and Web3.