Fort Technology Signs Agreements for the Acquisition of Logia USA - Fuel Integrity Solutions for Data Centers Company
Rhea-AI Summary
Fort Technology (Nasdaq: FRTT) signed a share transfer agreement on August 11, 2026 to acquire 50.1% of Logia USA, a U.S. provider of fuel integrity solutions for data centers, from its founder for 132,603 Fort common shares valued at US$125,000 (US$0.942664 per share).
Logia USA has up to US$390,000 of liabilities to Logia Israel and will enter a five‑year exclusive U.S. license from Logia Israel for automated fuel maintenance systems. Fort will also provide Logia USA with a US$2 million credit facility at 6% interest, advanced in milestone‑based tranches, and there is an equity rebalancing mechanism that can reduce Fort’s Logia USA stake to as low as 5% if aggressive cumulative sales thresholds up to US$250 million are achieved. Additional Fort common shares with an aggregate value of up to US$2.5 million may be issued upon reaching specified operational and profit milestones.
Positive
- Acquires 50.1% of Logia USA for US$125,000 in Fort shares
- US$2 million milestone-based credit facility to support U.S. expansion
- Exclusive U.S. license for Logia USA to commercialize Logia Israel fuel systems
- Equity rebalancing only triggered at >US$50M cumulative sales with defined profit margins
- Default Issuance right can restore Fort to 85% Logia USA ownership on specified defaults
- Founder-led management with performance-based profit bonus structure
Negative
- Logia USA liabilities up to US$390,000 owed to Logia Israel
- Potential dilution of Fort’s Logia USA stake down to 5% at US$250M sales
- Up to US$2.5 million in Fort Compensation Shares tied to milestones may dilute shareholders
- Fort may lose control of Logia USA once First Rebalancing Threshold is achieved
- 6% interest on US$2 million facility adds financing cost and credit risk
News Explained
The deal is signed but not closed: Fort would issue shares for control of U.S. business that has not commenced sales, with milestone-based issuance possible.
Fort Technology has entered into a share transfer agreement to acquire
The release expects closing before
Issuing the consideration shares would increase Fort's total share count and reduce existing holders' percentage ownership absent offsetting changes; milestone-based Compensation Shares could add up to
Logia USA has not yet commenced sales in the United States.
Market reaction after majority-stake acquisition: FRTT +64.80%
Following this news, FRTT has gained 64.80%, reflecting a significant positive market reaction. Argus tracked a peak move of +199.2% during the session. Our momentum scanner has triggered 56 alerts so far, indicating high trading interest and price volatility. The stock is currently trading at $1.61. Trading volume is exceptionally heavy at 12929.3x the average, suggesting very strong buying interest.
Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Jul 16 | Board changes | Neutral | +1.2% | Audit committee chair resigned; existing and new directors were appointed. |
| Jun 24 | Strategic partnership | Positive | -28.3% | Non-binding Logia USA partnership LOI proposed a 50.1% acquisition and credit facility. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Fort’s prior Logia USA partnership announcement was followed by a 28.25% decline despite describing a strategic transaction.
Key Terms
astm d975 technical
credit facility financial
drag-along rights regulatory
tag-along rights regulatory
us gaap financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
Toronto, Ontario, Aug. 11, 2026 (GLOBE NEWSWIRE) -- Fort Technology Inc. (Nasdaq: FRTT, TSXV: FORT) (“Fort” or the “Company”), today announced that it has entered into a share transfer agreement dated August 11, 2026 (the “Share Transfer Agreement”), with Logia USA Inc. (“Logia USA”), a company focused on selling advanced fuel integrity solutions for data centers and other mission-critical facilities in the US, and its founder and sole shareholder, Yair Harel (the “Founder”), to acquire
Under the Share Transfer Agreement, Fort will acquire
Upon the closing of the Acquisition, Fort will hold
In addition, as a condition to Fort’s entry into the Share Transfer Agreement, Logia USA will enter into a license agreement (the “Licensing Agreement”) with Logia Israel Ltd. ("Logia Israel"), an Israeli company wholly-owned by the Founder, pursuant to which Logia Israel will grant to Logia USA an exclusive and sublicensable license for the development, manufacture, and commercialization in the United States of automated fuel maintenance and integrity systems for standby power generation developed by or on behalf of Logia Israel. The license will have an initial term of five years, which Logia USA may extend for two additional five-year periods. Pursuant to the Licensing Agreement, Logia USA will pay to Logia Israel a licensing fee of US
Since the late 2000s, the shift to ultra-low sulfur fuels has fundamentally changed the risk profile of standby power. Fuel degrades faster, absorbs water more readily, and creates conditions for bacterial growth, all while sitting undetected in the tank.
With the global data center market projected to grow from approximately US
Logia Israel’s automated systems provide continuous monitoring and filtration to maintain fuel quality to ASTM D975 standards, supporting reliable generator performance when power fails. The parties intend to expand these capabilities into the United States via Logia USA with a primary focus on the data center sector.
For a period of up to three years from the closing date of the Acquisition (the “Rebalancing Period”), an equity rebalancing mechanism (the “Equity Rebalancing Mechanism”) will apply to the outstanding securities of Logia USA. The structure is designed to align long-term interests and reward successful commercialization. Pursuant to the Equity Rebalancing Mechanism, if Logia USA achieves the aggregate sales thresholds set forth below during the Rebalancing Period, Logia USA shall issue to the Founder such number of additional shares of common stock (or if a more senior class of shares exists that of such senior class) of Logia USA as shall bring the Founder's aggregate shareholding in Logia USA to the applicable percentage set forth below:
- If Logia USA achieves aggregate sales exceeding US
$50,000,000 , Logia USA shall issue to the Founder such number of additional shares of common stock of Logia USA to bring the Founder’s percentage holding up to70% and reduce Fort’s percentage holding to a minimum of30% (the "First Rebalancing Threshold");
- If Logia USA achieves aggregate sales exceeding US
$100,000,000 , Logia USA shall issue to the Founder such number of additional shares of common stock of Logia USA to bring the Founder’s percentage holding up to80% and reduce Fort’s percentage holding to a minimum of20% ;
- If Logia USA achieves aggregate sales exceeding US
$150,000,000 , Logia USA shall issue to the Founder such number of additional shares of common stock of Logia USA to bring the Founder’s percentage holding up to85% and reduce Fort’s percentage holding to a minimum of15% ; and
- If Logia USA achieves aggregate sales exceeding US
$250,000,000 , Logia USA shall issue to the Founder such number of additional shares of common stock of Logia USA to bring the Founder’s percentage holding up to95% and reduce Fort’s percentage holding to a minimum of5% (the “Final Rebalancing Threshold”).
For the purposes of the Equity Rebalancing Mechanism, "aggregate sales" means the cumulative revenue recognized by Logia USA from the Closing Date through the applicable determination date, and (b) compliance with the Net Profit Margin requirement shall be determined on the same cumulative basis for such period, which shall be based on the nearest annual or quarterly financial reporting period. For the avoidance of doubt, the nearest annual or quarterly financial reporting period may be in the future based on the date of determination. “Net Profit Margin” means with respect to any period, the ratio of net profit to revenue of Logia USA for such period, expressed as a percentage, calculated in accordance with US GAAP.
If the First Rebalancing Threshold is achieved, Fort's interest in Logia USA will fall below
The achievement of each rebalancing threshold under the Equity Rebalancing Mechanism shall be determined by Logia USA based on its financial statements prepared in accordance with US GAAP. If either the Founder or Fort disputes such determination by written notice delivered within ten (10) business days, the matter shall be referred to an independent certified public accountant mutually agreed by the parties, which shall be one of the 'Big Four' global accounting firms(Deloitte, EY, KPMG, or PwC), and in the absence of agreement by chairman of the Israeli Institute of Certified Public Accountants, whose determination shall be given based on Logia USA’s books, shall be given within 21 days from the date such matter has been referred to them, and shall be final and binding absent manifest error.
If, at the time of the applicable rebalancing issuance, there are one or more additional shareholders of Logia USA other than Fort and the Founder (the “Additional Shareholders”), the shares to be issued to the Founder to achieve the applicable target percentage shall be calculated by reference to the total issued and outstanding capital stock of Logia USA as of the date of issuance (including all shares held by Additional Shareholders), and the dilution resulting from such issuance shall be borne by Fort and all Additional Shareholders on a pro rata basis in proportion to their respective shareholdings in Logia USA immediately prior to such issuance.
By way of illustration, if immediately prior to the Final Rebalancing Threshold issuance the capital stock of Logia USA is held as follows: Founder
Concurrently with closing of the Acquisition, Fort will also enter into a credit facility agreement with Logia USA (the “Credit Facility Agreement”), which will provide Logia USA with a credit facility of up to US
The Facility will be advanced in tranches tied to agreed operational and sales milestones, as set forth in the chart below, and carry an interest rate of
| Tranche | Timeline | Logia USA Key Milestones(1) | Budget (Advance Payment) (USD) |
| 1 | Q3 2026 | Budget Allocation: Company formation; hiring core team & advisors; initial inventory order; payment of US Milestone for Payment: upon the execution of the Credit Facility Agreement | |
| 2 | Q4 2026 | Budget Allocation: Completion of inventory production; finalize 2 major partnerships with a U.S. company Milestone for Payment: achieve US | |
| 3 | Q1 2027 | Budget Allocation: Market entry expansion; establish distribution channels; initial marketing campaigns Milestone for Payment: grow sales to US | |
| 4 | Q2 2027 | Budget Allocation: Strengthen U.S. operations; onboard additional partners; improve logistics & support infrastructure Milestone for Payment: grow sales to US | |
| 5 | Q3 2027 | Budget Allocation: Launch second product iteration; expand sales team Milestone for Payment: reach US | |
| 6 | Q4 2027 | Budget Allocation: Strategic alliances; improve margins and supply chain efficiency Milestone for Payment: reach | |
| 7 | Q1 2028 | Budget Allocation: Scale operations; enterprise client acquisition Milestone for Payment: reach | |
| 8 | Q2 2028 | Budget Allocation: Profitability focus; optimize operations; prepare for fundraising/exit or major expansion Milestone for Payment: reach |
Note:
- Logia USA may reallocate funds between line items in the budget set forth above, provided, that the aggregate amount of the budget is not exceeded and such reallocation is consistent with the business plan of Logia USA.
Upon the occurrence and during the continuance of certain events of defaults under the Credit Facility Agreement and pursuant to the Share Transfer Agreement, Fort will have the right to require Logia USA to issue newly issued equity securities of Logia USA, such that Fort will hold
Following the date of the closing of the Acquisition (the “Closing Date”) and until the occurrence of the First Rebalancing Threshold, the Founder shall have the right to designate and appoint one director to the board of directors of Logia USA, and Fort shall have the right to designate and appoint the remaining two directors. Upon the occurrence of the First Rebalancing Threshold, or in any other event that Fort ceases to hold more than
The Share Transfer Agreement also establishes a governance framework for Logia USA, including minority protective rights, which will be held by whichever party holds less than
The Founder will continue to lead Logia USA as Chief Executive Officer under a consulting US
Common Shares having an aggregate value of up to US
| Tranche | Timing | Milestone | Value (USD$) | Number of Shares |
| 1 | Q2 2027 | Achievement of the Logia USA milestones through Q2 2027(1) | 530,412 | |
| 2 | Q2 2028 | Full completion of all Logia USA milestones(2) | 1,060,823 | |
| 3 | Q3 2028 | Annual operational profit of Logia USA exceeding US | 1,060,823 |
Notes:
- Such milestones include: company formation, hiring core team and advisors, initial inventory order by Q3 2026; completion of inventory production, finalizing 2 major partnerships with a U.S. company, and achieving US
$200,000 in sales by Q4 2026; market entry expansion, establish distribution channels, initial marketing campaigns, and grow sales to US$300,000 b y Q1 2027; and strengthen U.S. operations, onboard additional partners, improve logistics and support infrastructure, and grow sales to US$400,000 b y Q2 2027 - Such milestones include all of the milestones listen in footnote (1) and the following: launch second product iteration, expand sales team, and reach US
$500,000 quarterly sales by Q3 2027; strategic alliances, improve margins and supply chain efficiency, and reach US$600,000 in quarterly sales by Q4 2027; scale operations, enterprise client acquisition, and reach US$800,000 in quarterly sales by Q1 2028; and profitability focus, optimize operations, prepare for fundraising, exit or major expansion, and reach US$1,000,000 in quarterly sales by Q2 2028.
The Compensation Shares will be issued at the Fort Share Value. Notwithstanding the foregoing, in no event will an issuance of Common Shares cause the Founder, together with his affiliates or any person acting in concert with him, to beneficially own more than
Closing of the Acquisition is expected to occur prior to October 1, 2026, and remains subject to customary conditions, including approval by the TSX Venture Exchange and satisfaction of other closing conditions. There can be no assurance that all conditions will be satisfied or that the transactions will be completed as contemplated. Logia USA is an early stage company which has not yet commenced sales in the United States. No finder’s fee is anticipated to be paid in connection with the Acquisition.
About the Company
Fort Technology Inc. operates a business as an established manufacturer and seller specializing in a range of amateur and professional products for the pest control and remedial repair industries. Fort Technology Inc.’s material subsidiary, Fort Products Limited, has operated in the pest control industry since its incorporation in 2005 and has accumulated nearly 20 years of technical experience.
For further information, please contact:
Gabi Kabazo
Chief Executive Officer
Fort Technology Inc.
Telephone: (604) 833-6820
Email: Office@Fort-Tech.io
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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 the completion of the proposed transaction with Logia USA, the receipt of TSX Venture Exchange approval, the satisfaction of closing conditions, the intention of the parties to expand into the United States and additional markets, with a primary focus on the data center sector, the anticipated growth of the global data center market and the achievement of milestones in the definitive agreement between the Company and Logia USA and in the Logia USA CEO Consulting Agreement, 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 of 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.
