Company Description
NextGen Food Robotics Corp. (NGRBF) is a food manufacturing company in the frozen specialty food manufacturing industry. According to the company’s public disclosures, NextGen operates commissary and ghost kitchens in Vancouver, British Columbia, and has also described itself as an automated robotic food co-packer and manufacturer that uses technology to modernize its food manufacturing processes. In addition to its physical food operations, the company is developing a software product known as the Lily app, an artificial intelligence-powered food application focused on personalized food recommendations and automated meal-planning.
NextGen Food Robotics’ shares trade on the OTC Pink market in the United States under the symbol NGRBF, and the company is also listed in Canada on Cboe Canada under the symbol NGRB and in Frankfurt under the symbol O83, as stated in multiple news releases. The company’s activities place it within the broader manufacturing sector, with a specific focus on frozen specialty food manufacturing and technology-enabled food services.
Business operations and food manufacturing
Public filings and news releases describe NextGen Food Robotics as operating commissary kitchens from multiple locations in Vancouver, British Columbia. In various updates, the company notes that it operates commissary and ghost kitchens and has referenced co-pack manufacturing and commissary divisions. The company has also discussed food manufacturing equipment and machinery and the automated nature of this equipment in the context of its management discussion and analysis, indicating an emphasis on automation within its production processes.
In a news release regarding amended interim management discussion and analysis, NextGen highlighted that it provides more detailed disclosure about its co-pack manufacturing and commissary divisions, revenues associated with those divisions, its food manufacturing equipment and machinery, and its leased facilities. This indicates that the company’s core activities have included manufacturing food products using automated equipment and operating shared kitchen facilities.
Commissary and ghost kitchen model
NextGen states that it operates commissary and ghost kitchens from two locations in Vancouver, British Columbia. Commissary kitchens are referenced as a distinct business line, and the company has also described a commissary kitchen business that includes facilities, equipment, contracts with commissary members and other counterparties, and associated brand assets.
In an asset purchase agreement announced in a later news release, NextGen agreed to sell all of the assets relating to its commissary kitchen business to an arm’s length purchaser. The assets identified in that transaction include all tangible and intangible assets used in connection with the commissary business, all rights, title and interest in and to the brand "Holy Cow", equipment, furniture and fixtures at three commissary facilities, leases for those facilities, and rights under contracts with existing commissary members and other counterparties. The company stated that following completion of that transaction, it would no longer be engaged in the commissary kitchen business and would have divested the "Holy Cow" brand and all associated intellectual property.
Automation and co-pack manufacturing
In earlier disclosures, NextGen Food Robotics described itself as an automated robotic food co-packer and manufacturer that uses technology to modernize its food manufacturing processes. The company has indicated that its amended management discussion and analysis provides a more detailed description of its food manufacturing equipment and machinery and the automated nature of that equipment. This framing places automation and robotics at the center of how the company characterizes its manufacturing approach.
The company has also referenced a shift away from its co-pack manufacturing business in connection with updates to its website content, noting that it intended to update the site to reflect new locations and a shift away from co-pack manufacturing. This suggests that co-pack manufacturing has been a significant part of its historical operations, even as the company adjusts its focus.
Lily app and AI-powered food technology
A key element of NextGen Food Robotics’ strategy, based on its public announcements, is the development of the Lily app, described as an AI-powered food application. In multiple news releases, the company states that Lily is designed to provide personalized food recommendations and automated meal-planning. In one update, the company describes Lily as a generative-AI powered food delivery and chatbot application and notes that the first production version of Lily was completed and submitted to the Apple App Store for review.
The company has indicated that Lily uses generative artificial intelligence powered by OpenAI’s GPT-4.0 large language model, and that the application is intended to enhance the food ordering and delivery experience. Across its disclosures, NextGen consistently presents Lily as a central technology initiative alongside its food manufacturing and commissary operations.
Regulatory and disclosure updates
NextGen Food Robotics has issued several news releases related to its financial reporting and disclosure practices. The company has filed amended and restated interim financial statements and corresponding amended and restated management’s discussion and analysis for certain prior periods, identifying adjustments to marketing expenses, prepaid balances, accounts receivable, current assets, current liabilities and working capital. These amendments were made following a review by the British Columbia Securities Commission.
The company has also announced plans to amend and refile its interim management’s discussion and analysis for specific periods to provide revised and updated disclosure regarding its operations, revenues, equipment and machinery, leased facilities, marketing expenses and development of the Lily app. In another release, the company reported that it had amended and re-filed its management discussion and analysis to include more detailed discussions of its co-pack manufacturing and commissary divisions, food manufacturing equipment and machinery, leased facilities, marketing expenses, intended and actual use of private placement proceeds, and Lily app development.
Management cease trade order and filing delays
NextGen has reported that it applied for and received a management cease trade order from the British Columbia Securities Commission in connection with delays in filing audited annual financial statements, related management discussion and analysis, CEO and CFO certificates, annual information form, and an interim financial report and related documents. The management cease trade order restricts the company’s chief executive officer and chief financial officer from trading in the company’s securities until the required documents are filed and the order is revoked.
In a series of bi-weekly status updates, the company has provided revised expected filing dates for these required documents and has confirmed that it continues to follow the alternative information guidelines under National Policy 12-203 while it remains in default of the filing requirements. The company has also stated that, aside from the matters described in those updates, there has been no other specified default under the policy and no undisclosed material information concerning its affairs.
Branding, online presence and security notices
In connection with its disclosure review, NextGen Food Robotics has noted that it temporarily took down its official website to update information and content so that it more accurately reflects the company’s current business operations, including new locations and a shift away from its co-pack manufacturing business, and to correct typographical errors. The company has also warned investors about a fraudulent website that closely resembled a previous version of its official site and stated that it is not associated with that fraudulent site.
Equity incentives and corporate governance
NextGen has disclosed the grant of restricted share units under its equity incentive plan to its chief executive officer as compensation for ongoing services. The company has described this grant as a related party transaction under applicable securities regulations and has identified the exemptions it relied upon from formal valuation and minority approval requirements, based on the fair market value of the grant relative to the company’s market capitalization.
Status of commissary business and Holy Cow brand
In a later news release, the company announced that it had entered into a definitive asset purchase agreement to sell all of the assets relating to its commissary kitchen business to an arm’s length purchaser. The assets covered by the agreement include all tangible and intangible assets used in the commissary business, all rights to the "Holy Cow" brand, equipment, furniture and fixtures at three commissary facilities, the leases for those facilities, and rights under contracts with existing commissary members and other counterparties. The company stated that, following completion of this transaction, it would no longer be engaged in the commissary kitchen business and would have divested the "Holy Cow" brand and associated intellectual property.
The company also noted that this transaction involves the sale of all or substantially all of its assets and is therefore subject to shareholder approval under the Business Corporations Act (British Columbia), with a special meeting of shareholders called to consider the transaction. The transaction is expected to close following shareholder approval and satisfaction of customary closing conditions, according to the company’s announcement.
How investors use information about NextGen Food Robotics
Investors and analysts examining NextGen Food Robotics often focus on the company’s combination of food manufacturing operations, commissary and ghost kitchen activities, and its development of the Lily AI-powered food application. Public disclosures provide insight into the company’s operational structure, use of automated equipment and machinery, regulatory reporting history, and corporate actions such as incentive awards and asset sales. These elements, taken together, outline how the company positions itself at the intersection of food manufacturing and technology-enabled food services based on its own statements.
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SEC Filings
No SEC filings available for NextGen Food Robotics.