Fort Technology Enters into Credit Facility Agreements for Up to $20 Million to Support its Data Center and E-Commerce Activities

The financing combines interest-bearing debt with share conversion rights, five-year warrants and a $1 million share-based commitment fee.

Rhea-AI Summary

Fort Technology (FRTT) entered into agreements with two institutional investors to issue up to $20 million in unsecured convertible notes. An initial $2.2 million principal tranche would be followed by optional quarterly tranches of up to $2.2 million, with a final tranche of up to $2.4 million, subject to agreement terms.

The notes carry a 10% original issue discount, bear 8% annual interest and mature 28 months after issuance. Conversion uses the lower of a fixed price and 88% of the lowest daily volume-weighted average price over the preceding 20 trading days, subject to a floor. Investors will also receive five-year warrants and $1 million in common shares as a commitment fee.

2 points · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 6 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major pointUp to $20 million in convertible-note financing agreed with two institutional investors. 3.1× market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Planned proceeds support Logia USA’s fuel integrity activities for data centers and other mission-critical facilities.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.Share conversion creates dilution at the lower of a fixed price or 88% of the lowest daily volume-weighted average price over the preceding 20 trading days, subject to a floor.
• Minor point. Forward-looking: it has not happened yet and may not happen.10% original issue discount reduces proceeds relative to the notes’ principal amount.
• Minor point. Forward-looking: it has not happened yet and may not happen.Notes add debt bearing 8% annual interest, maturing 28 months after issuance.
• Minor point. Forward-looking: it has not happened yet and may not happen.Five-year warrants issued with each note create additional potential share dilution.
• Minor point. Forward-looking: it has not happened yet and may not happen.$1 million in common shares committed as an investor fee dilutes existing holders.
• Minor pointAdditional quarterly tranches remain subject to agreement terms and the company’s discretion.

News Explained

Fort has entered agreements for up to $20 million of unsecured convertible notes; it says net proceeds are intended for working capital and operations, including majority-owned Logia USA’s fuel-integrity work for data centers and other mission-critical facilities.

Key Figures

Aggregate principal: Up to $20,000,000 Original issue discount: 10% Tranche structure: $2,200,000 initial tranche; additional quarterly tranches up to $2,200,000; final tranche up to $2,400,000 +5 more

Aggregate principal

Up to $20,000,000

Unsecured convertible promissory notes

Original issue discount

10%

Notes

Tranche structure

$2,200,000 initial tranche; additional quarterly tranches up to $2,200,000; final tranche up to $2,400,000

Additional tranches at the Company’s discretion, subject to the agreements

Interest rate

8% per annum

Notes

Maturity

28 months after issuance

Notes

Conversion price terms

Lower of a fixed price and 88% of the lowest daily VWAP during the 20 trading days preceding conversion, subject to a floor price

Note conversion into common shares

Warrant term

Five years

Warrants issued concurrently with each note

Commitment fee

$1,000,000

Aggregate value of common shares to be issued to investors

Historical Context

1 past event · Latest: Oct 20

1 event

1. Oct 20

   Distribution agreement

   24h Move

   +32.6%

   Logia USA signed an exclusive distribution agreement for automated fuel maintenance systems serving data centers.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

convertible promissory notes, original issue discount, vwap, warrants

4 terms

convertible promissory notes financial

"issuance of unsecured convertible promissory notes"

A convertible promissory note is a loan a company takes that can later be turned into shares instead of being paid back in cash; think of lending money now in exchange for a voucher that can become ownership later. Investors care because it mixes credit risk and potential ownership upside—it can protect lenders if a company struggles while also diluting existing shareholders when converted, affecting future share value and investor returns.

original issue discount financial

"subject to a 10% original issue discount"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

vwap financial

"88% of the lowest daily VWAP during the 20 trading days"

VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.

warrants financial

"investors will receive warrants to purchase common shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

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Toronto, Ontario, Nov. 12, 2026 (GLOBE NEWSWIRE) -- Fort Technology Inc. (Nasdaq: FRTT) (“Fort” or the “Company”) today announced that it has entered into securities purchase agreements with two institutional investors for the issuance of unsecured convertible promissory notes in an aggregate principal amount of up to $20,000,000.

The Company intends to use the net proceeds from the financing for general working capital and to support its operations, including, among other things, the activities of its majority-owned subsidiary Logia USA related to fuel integrity solutions for data centers and other mission-critical facilities.

The notes, subject to a 10% original issue discount, will be issued in an initial tranche of $2,200,000 principal, followed by additional quarterly tranches, at the Company’s discretion, of up to $2,200,000 principal (with the final tranche of up to $2,400,000 principal), subject to the terms of the agreements. The notes bear interest at 8% per annum, mature 28 months after issuance, and are convertible into common shares of the Company at the lower of a fixed price and 88% of the lowest daily VWAP during the 20 trading days preceding conversion, subject to a floor price. Concurrently with each note, the investors will receive warrants to purchase common shares of the Company, exercisable for five years. In addition, the Company has agreed to issue to the investors common shares with an aggregate value of $1,000,000 as a commitment fee.

The securities to be issued have not been registered under the U.S. Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

About Fort Technology

Fort is engaged in the retail sale of consumer products, primarily serving the pest control and remedial repair industries. Fort develops, markets and sells a range of products for both amateur and professional customers under its proprietary brands, including Roshield, Entopest, Rempro and BirdGo. Products are sold primarily through Amazon marketplaces in the United Kingdom and Europe as well as through other online sales channels. Fort currently serves customers throughout the United Kingdom and continental Europe and is expanding its operations into the United States, including through its majority-owned subsidiary Logia USA Inc., a company focused on selling advanced fuel integrity solutions for data centers and other mission-critical facilities in the United States.

For further information, please contact:

Gabi Kabazo
Chief Executive Officer
Fort Technology Inc.
Telephone: (604) 833-6820
Email: Office@Fort-Tech.io

Cautionary Note Regarding Forward-Looking Information

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. Fort intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can be about future events, including statements regarding the financing, including the funding of subsequent tranches and the intended use of proceeds, and statements regarding Fort’s intentions, objectives, plans, expectations, assumptions and beliefs about future events, including Fort’s expectations with respect to the financial and operating performance of its business, its capital position, and future growth. The words "anticipate", "believe", "expect", "project", "predict", "will", "forecast", "estimate", "likely", "intend", "outlook", "should", "could", "may", "target", "plan" and other similar expressions can generally be used to identify forward-looking statements. Any forward-looking statements in this press release are based on management's current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company’s reports filed from time to time with the Securities and Exchange Commission (“SEC”), including, but not limited to, the risks detailed in the Company’s registration statement on Form 20-F (File No. 001-43178), as amended, as filed with the SEC on May 1, 2026 or the Company’s publicly filed documents which are available on SEDAR+ at www.sedarplus.ca. All forward-looking statements contained in this press release speak only as of the date on which they were made. Fort undertakes no obligation to update such statements to reflect changes in assumptions or changes in events that occur or circumstances that exist after the date on which they were made other than as required by applicable laws, rules and regulations.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much convertible-note financing has Fort Technology agreed to issue?

Fort Technology has agreed to issue up to $20 million in unsecured convertible notes to two institutional investors. The initial tranche is $2.2 million in principal, followed by optional quarterly tranches of up to $2.2 million, with a final tranche of up to $2.4 million, subject to agreement terms.

What are the interest and conversion terms of Fort Technology’s convertible notes?

The notes bear 8% annual interest, mature 28 months after issuance and carry a 10% original issue discount. They convert into common shares at the lower of a fixed price and 88% of the lowest daily volume-weighted average price during the 20 trading days preceding conversion, subject to a floor price.