STOCK TITAN

Fort Technology closes Logia USA deal, split OK

Fort Technology Inc. (FRTT) reported completion of its acquisition of 50.1% of Logia USA Inc., a U.S. provider of fuel integrity solutions for data centers and other mission-critical facilities.

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Fort Technology Inc. (FRTT) reported completion of its acquisition of 50.1% of Logia USA Inc., a U.S. provider of fuel integrity solutions for data centers and other mission-critical facilities. An equity rebalancing mechanism may reduce Fort’s stake to 5% if specified sales milestones are achieved by Logia USA.

At closing, Fort issued 132,603 common shares (valued at US$125,000) to Logia USA founder Yair Harel. Under a consulting agreement, Fort will pay him a US$140,000 annual consulting fee, may issue up to 2,652,058 additional common shares (up to US$2.5 million) on milestone achievement, and will pay a bonus equal to 10% of Logia USA’s net profit for any fiscal year in which operating profit exceeds US$5.0 million. Fort also extended an unsecured US$2.0 million credit facility to Logia USA, to be advanced in eight tranches over two years, bearing 6% annual interest and maturing on August 26, 2029, subject to earlier repayment on a specified rebalancing trigger.

At its annual general and special meeting, Fort had 10,582,663 common shares represented, or 70.98% of eligible votes. Shareholders approved all resolutions, including setting the board at five directors, electing all nominees, appointing Brightman Almagor Zohar & Co. as auditors, and approving a potential share consolidation of up to 250 pre-consolidation shares for each post-consolidation share, with the exact ratio to be set by the board.

Positive

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Equity interest acquired in Logia USA 50.1% Ownership stake Fort acquired in Logia USA Inc.
Closing share issuance to founder 132,603 common shares (US$125,000) Shares issued to Yair Harel at transaction closing
Annual consulting fee US$140,000 per year Consulting fee payable to Yair Harel under Consulting Agreement
Milestone-based share issuance cap 2,652,058 Common Shares (up to US$2.5 million) Maximum additional Fort shares issuable to Yair Harel on milestone achievement
Profit bonus threshold and rate US$5.0 million; 10% of net profit Bonus equals 10% of net profit when Logia USA operating profit exceeds US$5.0 million
Logia USA credit facility US$2.0 million at 6% per annum Unsecured facility from Fort, maturing August 26, 2029
AGSM participation 10,582,663 shares; 70.98% Common shares represented and percentage of votes attached to outstanding shares
Approved maximum share consolidation ratio 250 pre-consolidation shares for 1 post-consolidation share Maximum consolidation ratio approved by shareholders
equity rebalancing mechanism financial
"Further to the equity rebalancing mechanism as described in the Company’s press release"
A set of rules or procedures that change equity holdings to restore target ownership or weightings, used by investment funds, stock indexes, or corporate agreements. It specifies when and how shares are bought, sold, issued, converted, or redistributed so each party or asset keeps its intended proportion—like trimming and topping up ingredients in a recipe to keep the mix consistent. It matters to investors because it changes ownership percentages, potential dilution, voting power and the risk/return profile of a portfolio or company.
credit facility financial
"includes the extension by the Company to Logia USA of an unsecured US$2.0 million credit facility"
A credit facility is a flexible loan arrangement that allows a borrower to access funds up to a set limit whenever needed, similar to a company having an overdraft option on a bank account. It matters to investors because it indicates how easily a business can secure cash when required, affecting its ability to manage expenses, invest, or respond to financial challenges.
share consolidation financial
"Approval of share consolidation To effect the consolidation of all the issued and outstanding"
Share consolidation is a process where a company reduces the total number of its shares by combining multiple existing shares into a smaller number of higher-value shares. This can make each share more expensive and potentially improve the company’s image. For investors, it often means their ownership remains the same, but the value of each share increases, which can influence how the stock is perceived and traded.
broker non-votes financial
"For Withheld Broker non-votes | 9,816,378 17,477 748,808"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
forward-looking statements regulatory
"This press release contains forward-looking statements within the meaning of the"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What stake in Logia USA did Fort Technology Inc. (FRTT) acquire?

Fort acquired 50.1% of Logia USA Inc., a company focused on advanced fuel integrity solutions for U.S. data centers and other mission-critical facilities. An equity rebalancing mechanism may reduce Fort’s holding to 5% if Logia USA meets specified sales milestones.

How was the Logia USA acquisition by FRTT structured in shares and payments?

On closing, Fort issued 132,603 common shares valued at US$125,000 to founder Yair Harel. Under a consulting agreement, he will receive a US$140,000 annual fee and may be issued up to 2,652,058 additional shares (up to US$2.5 million) upon milestone achievement.

What are the key terms of Fort Technology’s credit facility to Logia USA?

Fort extended an unsecured US$2.0 million credit facility to Logia USA, advanced in eight tranches over two years. It bears 6% interest per year and matures on August 26, 2029, with possible earlier repayment upon a specified rebalancing threshold.

What shareholder participation and voting outcomes did FRTT report for its 2026 AGSM?

A total of 10,582,663 common shares, representing 70.98% of outstanding shares, were represented. All resolutions in the circular were approved, including fixing the board at five directors, electing all nominees, and appointing Brightman Almagor Zohar & Co. as auditors.

Did Fort Technology shareholders approve a share consolidation and on what terms?

Shareholders approved a potential share consolidation of up to 250 pre-consolidation common shares for every 1 post-consolidation share, with the exact ratio to be determined by the board. The consolidation resolution received 16,027,785 votes for and none against or withheld.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16

Under the Securities Exchange Act of 1934

 

For the Month of August 2026

 

001-43178

(Commission File Number)

 

FORT TECHNOLOGY INC.

(Exact name of Registrant as specified in its charter)

 

325 Front Street West

2nd Floor

Toronto, Ontario M5V 2Y1

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F       Form 40-F

 

 

 

 

 

Press Release

 

On August 26, 2026, Fort Technology Inc. (the “Company”) issued a press release entitled “Fort Technology Closes Acquisition of Logia USA - Fuel Integrity Solutions for Data Centers Company.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

  

Annual General and Special Meeting Results

 

On August 28, 2026, the Company held its annual general and special meeting of shareholders. On August 28, 2026, the Company issued a press release entitled “Fort Technology Announces AGSM Results,” announcing the results of the meeting and filed such release on SEDAR+. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

 

1

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Press release titled: “Fort Technology Closes Acquisition of Logia USA - Fuel Integrity Solutions for Data Centers Company”
99.2   Press release titled: “Fort Technology Announces AGSM Results”

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Fort Technology Inc.
     
Date: August 28, 2026 By: /s/ Gabriel Kabazo
    Gabriel Kabazo
    Chief Executive Officer

 

3

Exhibit 99.1

 

 

 

Fort Technology Closes Acquisition of Logia USA - Fuel Integrity Solutions for Data Centers Company

 

Toronto, Ontario, Aug. 26, 2026 (GLOBE NEWSWIRE) -- Fort Technology Inc. (Nasdaq: FRTT, TSXV: FORT) (“Fort” or the “Company”), today announced that on August 26, 2026, it has completed its previously announced acquisition of 50.1% of Logia USA Inc. (“Logia USA”), a company focused on selling advanced fuel integrity solutions for data centers and other mission-critical facilities in the United States. Further to the equity rebalancing mechanism as described in the Company’s press release issued on August 11, 2026, the Company’s shareholding in Logia USA may be decreased to 5% upon the achievement of certain sale milestones by Logia USA. On closing, the Company issued an aggregate of 132,603 common shares (US$125,000) in the capital of Company to Mr. Yair Harel, the founder of Logia USA. The transaction is arm’s length and no finder’s fee is payable.

 

Mr. Harel will continue to lead Logia USA as Chief Executive Officer under a consulting agreement. Pursuant to the Consulting Agreement, the Company will pay Mr. Harel a consulting fee of US$140,000 per year, issue to Mr. Harel up to 2,652,058 Common Shares (up to US$2.5 million) upon the achievement of certain milestones as described in the Company’s press release issued on August 11, 2026, and, for each fiscal year in which the operating profit of Logia USA exceeds US$5.0 million, pay to Mr. Harel a bonus equal to 10% of the net profit (after allocation of the profitability bonus) on payment terms determined by the Board.

 

The transactions includes the extension by the Company to Logia USA of an unsecured US$2.0 million credit facility to support Logia USA’s U.S. market entry, product development, operations, and growth. The credit facility will be advanced in eight tranches over the course of two years tied to agreed operational and sales milestones, bears interest at 6% per annum and matures on August 26, 2029, subject to earlier repayment upon the occurrence of the first rebalancing threshold under the share transfer agreement (as described in the Company’s press release issued on August 11, 2026). 

 

The global data center market is projected to grow substantially in the coming years, creating increased demand for solutions that help ensure backup power systems perform when needed. Through Logia USA, Fort aims to support the commercialization and expansion of these fuel integrity solutions across the United States, with a primary focus on the data center sector. With the global data center market projected to grow from approximately US$300 billion in 2026 to about US$700 billion by 2034 (According Fortune Business Insights), maintaining fuel integrity is becoming an increasingly important operational priority.

 

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.

 

 

About the Company

 

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 plans to expand its retail operations into the United States, subject to applicable regulatory approvals, including through the acquisition of 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

 

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 Logia USA’s achievement of operational and sales milestones, how Fort aims to support the commercialization and expansion of Logia USA’s fuel integrity solutions across the United States, with a primary focus on the data center sector, the expected growth of the global data center market, how Fort and Logia USA intend to expand fuel integrity solutions into the United States via Logia USA with a primary focus on the data center, 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.

 

 

Exhibit 99.2

 

 

Fort Technology Announces AGSM Results

 

Toronto, Ontario, Aug. 28, 2026 (GLOBE NEWSWIRE) -- Fort Technology Inc. (NASDAQ: FRTT; TSXV: FORT) (“Fort” or the “Company”), is pleased to announce that all resolutions were passed at the annual general and special meeting of shareholders (the “AGSM”) held yesterday in person at 10:00 am (Pacific Time).

 

Annual General and Special Meeting Results

 

A total of 10,582,663 common shares in the capital of the Company (“Common Shares”) were represented at the AGSM, representing 70.98% of the votes attached to all outstanding Common Shares as at the record date. All of the matters submitted to the shareholders for approval as set out in the Company’s notice of meeting and information circular (the “Circular”) dated July 22, 2026, were approved.

 

Item 1. Number of Directors

 

The number of directors was set at five.

 

Votes For % of Votes Votes Withheld % of Votes
10,579,991 99.97% 2,672 0.03%

 

Item 2. Election of Directors

 

All director nominees listed in the Circular were elected as directors of the Company.

 

Director Vote Type Number of Votes Percentage of Votes
Oz Adler For
Withheld Broker
non-votes
9,816,378
17,477
748,808
99.82%
0.18%
Liat Sidi For
Withheld Broker
non-votes
9,816,368
17,487
748,808
99.82%
0.18%
Ohad Melnik-Marom For
Withheld Broker
non-votes
9,815,568
18,287
748,808
99.81%
0.19%
Ohad David For
Withheld Broker
non-votes
9,821,578
12,277
748,808
99.88%
0.12%
Asaf Itzhaik For
Withheld Broker
non-votes
9,816,568
17,287
748,808
99.82%
0.18%

 

 

 

Item 3. Appointment of Auditor

 

Brightman Almagor Zohar & Co., Certified Public Accountants (Israel), were appointed as auditors of the Company.

 

Votes For % of Votes Votes Withheld % of Votes
10,570,430 99.88% 12,233 0.12%

 

Item 4. Approval of share consolidation

 

To effect the consolidation of al the issued and outstanding common shares of the Company on the basis of up to two hundred and fifty (250) per-consolidation shares for every one (1) post-consolidation share, such consolidation ratio to be determined by the Board.

 

Votes For % of Votes Votes Withheld % of Votes
16,027,785 100% 0 0%

 

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 plans to expand its retail operations into the United States, subject to applicable regulatory approvals, including through the acquisition of 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

 

Investor Relations Contact


Michal Efraty
Adi and Michal PR-IR
Investor Relations, Israel
michal@efraty.com 

 

2

 

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 (collectively, “forward-looking statements”). 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 anticipated benefits of the Agreement; the ability of SVL to successfully market, promote and distribute Logia USA’s products throughout the Territories; the expected commercialization and adoption of Logia USA’s fuel integrity solutions within data centers and other mission-critical facilities; the identification of additional sales opportunities outside the Territories; the growth of the Midwest critical infrastructure and data center markets; and the Company’s expectations regarding future revenue growth, customer acquisitions and business development opportunities arising from the Agreement.

 

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 Form 20-F registration statement (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.

 

3

Filing Exhibits & Attachments

2 documents