Nextech3D.ai Announces Definitive Agreement to Acquire 100% of ARway, Streamlining Operations

Rhea-AI Summary

Nextech3D.ai (OTCQX:NEXCF) entered a definitive agreement dated December 1, 2025 to acquire all remaining common shares of Arway, merging Arway and Map Dynamics into Nextech's technology stack. Nextech already owns 15 million Arway shares (~40% of 38 million outstanding) and management holds an additional ~20%, creating aligned ownership.

The consolidation is presented to streamline operations, reduce redundant overhead, and accelerate development across AI, AR, navigation, ticketing, payments, and blockchain capabilities to support recurring SaaS revenue growth.

Positive

• Definitive agreement dated Dec 1, 2025 to acquire remaining Arway shares
• Nextech owns 15 million Arway shares (~40% of 38 million outstanding)
• Management ownership of ~20% indicates strong alignment

Negative

• Transaction purchase price and financing terms not disclosed in announcement

News Market Reaction – NEXCF

+0.59%

1 alert

+0.59% News Effect

On the day this news was published, NEXCF gained 0.59%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Nextech stake in Arway: 15 million shares (~40%) Arway shares outstanding: 38 million shares Management ownership: ~20% +1 more

4 metrics

Nextech stake in Arway 15 million shares (~40%) Current ownership of Arway before Transaction

Arway shares outstanding 38 million shares Total Arway common shares outstanding

Management ownership ~20% Additional Arway stake held by management

Current price $0.1247 Pre-news market price for NEXCF

Market Reality Check

Price: $0.1099 Vol: Volume 71,848 is well bel...

low vol

$0.1099 Last Close

Volume Volume 71,848 is well below the 20-day average of 475,393 (relative volume 0.15), suggesting a modest initial reaction. low

Technical Price at $0.1247 is trading above the 200-day MA $0.07, but remains 84.41% below the 52-week high.

Peers on Argus

Peer moves are mixed: DBKSF gained 38.23%, PAYD rose 4.44%, while RSASF fell 1.4...

Peer moves are mixed: DBKSF gained 38.23%, PAYD rose 4.44%, while RSASF fell 1.46% and UPYY was flat. With no peers in the momentum scanner and NEXCF up 3.35%, trading appears more company-specific than sector-driven.

Historical Context

5 past events · Latest: Dec 09 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 09	Acquisition agreement	Positive	+22.4%	All-cash Krafty Labs acquisition expanding AI event solutions and enterprise clients.
Dec 02	Acquisition agreement	Positive	+0.6%	Definitive agreement to acquire remaining Arway shares and consolidate tech stack.
Nov 18	Platform integration	Positive	+13.4%	Eventdex–Map D integration, AI matchmaking upgrades, revenue and margin metrics.
Nov 10	Insider share purchase	Positive	-0.2%	CEO open-market purchase of 550,000 shares increasing personal holdings.
Nov 07	Business combination update	Positive	-0.2%	Update on proposed Arway acquisition plus recognition of asset impairments.

Pattern Detected

Recent news has often seen positive alignment: product and acquisition updates on AI/event tech generated double‑digit gains, though insider buying and impairment-related updates saw slight negative reactions.

Recent Company History

Over the last few months, Nextech3D.ai has focused on building a unified AI-driven event technology stack. Key steps included the proposed and then definitive agreements to acquire Arway, integration of Eventdex with Map D, and issuance of 3.69M+ shares for services. Acquisitions and integrations tied to AI, AR, and blockchain ticketing often triggered strong positive moves, like the Krafty Labs deal’s 22.36% gain, while updates involving impairments or insider buying saw muted or slightly negative reactions. Today’s ARway agreement continues this consolidation theme.

Market Pulse Summary

This announcement formalizes Nextech3D.ai’s plan to acquire all remaining Arway shares and fully con...

Analysis

This announcement formalizes Nextech3D.ai’s plan to acquire all remaining Arway shares and fully consolidate Arway and Map D into its AI-driven event technology stack. With Nextech already holding about 40% of Arway and management another 20%, ownership is closely aligned. The strategy centers on streamlining operations and unifying AI, AR navigation, ticketing, payments, and blockchain ticketing to support recurring SaaS revenue. Key factors to monitor include closing conditions, integration progress, and how quickly the combined platform translates into measurable revenue growth.

Key Terms

blockchain ticketing, ai, saas

3 terms

blockchain ticketing technical

"badge printing, mobile apps, and blockchain ticketing."

Blockchain ticketing uses a shared digital record to create and manage event tickets so each ticket can be uniquely identified, tracked, and transferred without easy counterfeiting. Think of it as putting a ticket on a tamper‑resistant spreadsheet that also lets the original issuer set automatic rules — for example limiting resale, collecting a fee when a ticket is resold, or proving ownership. Investors watch it because it can reduce fraud, open new revenue streams from secondary sales, lower distribution costs, and give clearer data about demand and pricing.

ai technical

"an AI-first 3D modeling and event technology company"

Artificial intelligence (AI) is technology that enables machines to mimic human thinking and learning, allowing them to analyze information, recognize patterns, and make decisions. For investors, AI matters because it can improve how businesses operate, create new products, or identify opportunities faster and more accurately than humans alone, potentially impacting company success and market trends.

saas technical

"supporting Nextech's strategy of growing recurring SaaS revenue."

SaaS, or Software as a Service, is a way of delivering computer programs over the internet, allowing users to access and use them through a web browser without needing to install or maintain the software themselves. For investors, it highlights a business model where companies generate recurring revenue by providing ongoing access to their software, often leading to predictable income and growth potential.

AI-generated analysis. Not financial advice.

Nextech already owns 15million shares or about 40% of the 38 million shares outstanding in Arway Corporation ("Arway") OTCQB: ARWYF / CSE: ARWY

TORONTO, ON / ACCESS Newswire / December 2, 2025 / Nextech3D.ai (CSE:NTAR)(OTCQX:NEXCF)(FSE:1SS), Nextech an AI-first 3D modeling and event technology company, and Arway is pleased to announce that they have entered into a definitive agreement dated December 1, 2025 (the "Definitive Agreement") setting forth the terms and conditions of their previously announced transaction pursuant to which Nextech proposes to acquire all of the common shares of Arway ("Arway Shares") which it does not already own (the "Transaction"). The Transaction will allow Nextech to further consolidate its technology stack with Arway and Map Dynamics ("Map D"), creating a more unified and competitive offering for the global events industry while streamlining operations.

Strategic Rationale

Owned by Arway, Map D supports hundreds of events annually with interactive floor plans, exhibitor tools, ticketing, badge printing, mobile apps, and blockchain ticketing. Bringing Arway back in-house is expected to streamline operations, eliminate redundant overhead, and accelerate development across AI, AR, and navigation technologies.

Nextech currently owns ~40% of Arway, with management holding an additional ~20%, demonstrating strong alignment and long-term commitment.

The consolidation is expected to:

• Reduce costs through team and technology integration

• Accelerate product innovation by combining AI, AR navigation, and 3D tools into a single event platform

The unified suite will span event setup, AI matchmaking, AR/AI navigation, ticketing, payments, and blockchain capabilities-supporting Nextech's strategy of growing recurring SaaS revenue.

About ARway

Arway, spun out from Nextech in 2022, provides no-code, no-hardware AR navigation. Following the Transaction, it will operate as a wholly-owned subsidiary with its technology embedded directly into Map D.

CEO Comment

"This reacquisition streamlines Nextech3D.ai into a stronger, more unified company. Integrating Arway with Map D accelerates our vision for a full AI-powered event technology suite."

Further Details of the Transaction

• 38,641,161 Arway shares currently outstanding

• 225,298,980 Nextech shares currently outstanding

• 19,866,921 Nextech shares issuable as consideration

• Deemed price of $0.083 per Arway share and $0.161 per Nextech share

The Exchange ratio is one (1) Arway share will be exchanged for approximately .514 of Nextech shares.

Pursuant to the Definitive Agreement, the Transaction will proceed by way of a three-cornered amalgamation, whereby Arway will amalgamate with a wholly-owned subsidiary of Nextech and shareholders of Arway will receive an aggregate of 19,866,921

Nextech Shares on a pro rata basis, calculated based upon their existing holdings of Arway (the "Exchange Ratio").

There are currently an aggregate 38,641,161 Arway Shares [and no convertible securities] of Arway issued and outstanding. Accordingly, based on the Exchange Ratio and assuming no other share issuances by Arway, shareholders of Arway will receive approximately 0.514 Nextech Shares in exchange for each one Arway Share held.

The deemed price for each Arway Share to be acquired pursuant to the Transaction shall be C$0.083 resulting in an aggregate valuation of Arway of approximately $3,200,000 or such other price as permitted by applicable regulatory authorities, including the Canadian Securities Exchange (the "CSE"). It is expected that following completion of the Transaction, the current holders of Arway Shares will hold approximately 8.1% of the outstanding Nextech Shares immediately following closing on a non-diluted basis, based on an aggregate of 225,298,980

Nextech Shares currently issued and outstanding.

There are not expected to be any changes to the management of either Nextech or Arway as a result of the Transaction. The Arway Shares will be delisted from the CSE upon completion of the Transaction. This is a related-party transaction under applicable securities regulations

Completion of the Transaction remains subject to the receipt of Arway shareholder approval, CSE approval, and customary closing conditions. A notice of meeting and circular with full details will be filed on SEDAR+ in due course. There can be no assurance that the Transaction will be completed as proposed, or at all.

Further details about the proposed Transaction will be provided in a disclosure document to be prepared and filed in connection therewith. Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the Transaction, any information released or received with respect to the foregoing matters may not be accurate or complete and should not be relied upon.

About Nextech3D.ai

For more details on Nextech's AI roadmap and related developments, visit: www.nextechar.com/investors

For more information, visit Nextech3D.ai.

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For more information and full report go to https://www.sedarplus.ca

For further information, please contact:

Nextech3D.ai and Arway Corporation
Evan Gappelberg / CEO and Director
866-ARITIZE (274-8493)

Forward-looking Statements

The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. Certain information contained herein may constitute "forward-looking information" under Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as, "will be" or variations of such words and phrases or statements that certain actions, events or results "will" occur. Forward-looking statements regarding the completion of the Transaction and the potential benefits thereof are subject to known and unknown risks, uncertainties and other factors. There can be no assurance that such statements will prove to be accurate, as future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Neither Nextech nor Arway will update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.

SOURCE: NexTech3D.AI Corp.

View the original press release on ACCESS Newswire

FAQ

What did Nextech3D.ai announce on December 2, 2025 regarding Arway (NEXCF)?

Nextech announced a definitive agreement dated Dec 1, 2025 to acquire all remaining Arway shares it does not already own.

How many Arway shares does Nextech3D.ai (NEXCF) already own and what percentage is that?

Nextech currently owns 15 million Arway shares, representing about 40% of 38 million shares outstanding.

What strategic benefits did Nextech say the Arway acquisition brings to NEXCF shareholders?

The company said consolidation will streamline operations, reduce redundant overhead, and accelerate AI/AR/navigation product development.

Will the Arway and Map Dynamics technologies be integrated into Nextech's platform (NEXCF)?

Yes; the announcement states Arway and Map Dynamics will be combined to create a unified event platform spanning setup, matchmaking, navigation, ticketing, and blockchain.

Does the Nextech (NEXCF) announcement disclose the acquisition price or financing for Arway?

No; the announcement does not disclose a purchase price or specific financing terms for the transaction.