Fort Technology (FRTT) to acquire 50.1% of Logia USA with US$2M facility
Rhea-AI Filing Summary
Fort Technology Inc. agreed to acquire 50.1% of Logia USA Inc., a U.S. fuel integrity solutions company, from its founder in exchange for 132,603 Fort common shares valued at US$125,000, based on a 14‑day average Nasdaq closing price. At closing, Fort will hold 50.1% and the founder 49.9% of Logia USA, subject to customary conditions expected to be satisfied before October 1, 2026.
Fort will provide Logia USA with a US$2.0 million credit facility at 6% interest, advanced in performance‑based tranches, and Logia USA will pay Logia Israel a US$125,000 one‑time license fee for exclusive North American rights to fuel maintenance technology. The founder will serve as Logia USA’s CEO under a consulting agreement with US$140,000 annual fees, profit‑based bonuses, and up to US$2.5 million in Fort shares (up to 2,652,058 shares) tied to milestones, subject to a 9.99% ownership cap.
An equity rebalancing mechanism may increase the founder’s Logia USA stake to as much as 95% if cumulative revenue thresholds of US$50M, US$100M, US$150M and US$250M are met with at least 20% net profit margin, which would reduce Fort’s interest but not below a 5% minimum holding. Conversely, certain credit‑facility defaults would allow Fort to increase its stake to 85% via additional Logia USA equity issuance and suspend the rebalancing mechanism.
Positive
- Strategic entry into data-center fuel integrity market: Acquiring 50.1% of Logia USA plus an exclusive North American license positions Fort to expand beyond pest control into a growing infrastructure reliability niche.
- Performance-based structure limits upfront risk: Initial consideration is modest (US$125,000 in shares), with further equity shifts and up to US$2.5M in share-based CEO compensation tied to revenue, profitability, and operational milestones.
Negative
- Potential loss of control and heavy dilution at subsidiary: If revenue and margin milestones are met, the founder’s Logia USA stake could rise to 95%, cutting Fort’s interest to its 5% minimum and ending majority control.
- US$2M credit exposure to early-stage business: Fort is committing a US$2.0 million facility to Logia USA, an early-stage company that has not yet begun U.S. sales, creating execution and credit risk.
Filing Explained
As of August 11, the signed acquisition remained pre-closing, so Fort’s agreed share issuance had not yet changed existing holders’ ownership.
On
The filing states that no securities had been issued as of the report date, so that ownership effect had not yet occurred. The furnished release also says Logia USA has liabilities of up to
Logia USA is described as an early-stage company that has not yet started U.S. sales. Accordingly, the facility advances and the subsidiary-level equity rebalancing remain linked to future operational, sales and profitability milestones rather than reported U.S. operating results.
If the first rebalancing threshold is reached, the Founder would receive enough Logia USA equity to move Fort below 50% and would gain the right to appoint two of three directors, while Fort would appoint one. Separately, specified credit-facility defaults could permit an issuance taking Fort to 85% and suspending the rebalancing mechanism while that ownership level continues.
Key Figures
Key Terms
Equity Rebalancing Mechanism financial
Net Profit Margin financial
Default Issuance financial
Ownership Cap financial
drag-along rights financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What stake in Logia USA is Fort Technology (FRTT) acquiring?
How could Fort Technology’s ownership in Logia USA change over time?
What financing is Fort Technology providing to Logia USA under the 6-K?
What are the key terms of the Logia USA license from Logia Israel?
How is Logia USA’s CEO compensated under Fort Technology’s consulting agreement?
When is the Fort Technology acquisition of Logia USA expected to close?
What governance rights will Fort Technology have at Logia USA?
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 ☐
Share Transfer Agreement
On August 11, 2026, Fort Technology Inc. (the “Company”), Logia USA Inc. (“Logia USA”), and Yair Harel (the “Founder”) entered into a share transfer agreement (the “Share Transfer Agreement”) pursuant to which the Company agreed to acquire 50.1% of the issued and outstanding equity interests of Logia USA from the Founder. In consideration, the Company agreed to issue to the Founder 132,603 common shares of the Company, representing an aggregate value of $125,000, with the number of shares determined based on the average closing price of the Company’s common shares on the Nasdaq Capital Market during the 14 trading days preceding signing.
Following the closing, the Company will own 50.1% of Logia USA and the Founder will own 49.9% of Logia USA. The closing is subject to customary closing conditions and is expected to occur prior to October 1, 2026. Concurrently with the execution of the Share Transfer Agreement, the parties entered into certain ancillary agreements, including the Credit Facility Agreement, the Consulting Agreement and the License Agreement, each as defined and further described below.
The Share Transfer Agreement also establishes a governance framework for Logia USA. Following the closing, Logia USA’s board of directors will consist of three directors, with the Company having the right to appoint two directors and the Founder having the right to appoint one director. Upon the occurrence of certain equity rebalancing events that result in the Founder holding a majority of the outstanding equity interests of Logia USA, the board designation rights will automatically reverse, with the Founder thereafter having the right to appoint two directors and the Company having the right to appoint one director. The Share Transfer Agreement also provides for information rights, minority shareholder protective provisions, tag-along and drag-along rights and other governance arrangements.
The Share Transfer Agreement further includes a performance-based equity rebalancing mechanism pursuant to which the Founder may become entitled to receive additional equity interests in Logia USA upon the achievement of specified cumulative revenue and profitability milestones during the three-year period following closing. Upon achievement of cumulative revenue thresholds of $50 million, $100 million, $150 million and $250 million, while maintaining a minimum 20% net profit margin, the Founder’s ownership interest would be increased to 70%, 80%, 85% and 95%, respectively, through the issuance of additional equity securities by Logia USA. As a result, the Company’s ownership interest in Logia USA may be substantially diluted if the applicable milestones are achieved.
Credit Facility Agreement
On August 11, 2026, in connection with the transactions contemplated by the Share Transfer Agreement, the Company and Logia USA entered into a credit facility agreement (the “Credit Facility Agreement”) pursuant to which the Company agreed to provide Logia USA with a credit facility of up to $2.0 million. Advances under the facility are to be funded in tranches upon the achievement of specified operational and commercial milestones. Borrowings accrue interest at a rate of 6% per annum.
The proceeds of the facility are to be used to support Logia USA’s business operations, including product development, commercialization, expansion, partnerships, marketing, operational scaling and payment of the License Fee to Logia Israel pursuant to the License Agreement (each as defined below). The outstanding principal balance and accrued interest are due on the earlier of (i) the third anniversary of the initial advance and (ii) the occurrence of the first equity rebalancing event under the Share Transfer Agreement.
The Credit Facility Agreement contains customary events of default, including payment defaults, certain breaches of the Share Transfer Agreement and insolvency-related events. Upon the occurrence of certain events of default, the Company may require Logia USA to issue additional equity interests such that the Company would hold 85% of the outstanding equity interests of Logia USA following such issuance, subject to applicable corporate approvals and legal requirements. Following any such issuance, the Founder’s ownership interest would be correspondingly diluted and the equity rebalancing mechanism contained in the Share Transfer Agreement would be suspended for so long as the Company continues to hold 85% or more of the outstanding equity interests of Logia USA as a result of such issuance. If Logia USA does not have sufficient authorized shares available to effect such issuance, Logia USA will be required to seek stockholder approval to increase its authorized capital stock and to continue seeking such approval at subsequent stockholder meetings until obtained.
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License Agreement
On August 11, 2026, in connection with the transactions contemplated by the Share Transfer Agreement, Logia USA entered into a license agreement (the “License Agreement”) with Logia Israel Ltd. (“Logia Israel”), pursuant to which Logia Israel granted Logia USA an exclusive license to certain patents, know-how and related intellectual property relating to automated fuel maintenance and fuel integrity systems and related products. The license covers North America and permits Logia USA to develop, manufacture, market, distribute and commercialize products utilizing the licensed technology. Logia USA also has the right to grant sublicenses subject to specified conditions.
As consideration for the license, Logia USA agreed to pay Logia Israel a one-time, non-refundable license fee of $125,000. The agreement has an initial term of five years and may be extended by Logia USA for up to two additional five-year terms. Logia Israel retains ownership of the licensed intellectual property, while certain jointly developed intellectual property will be jointly owned by Logia USA and Logia Israel.
Consulting Agreement
On August 11, 2026, in connection with the transactions contemplated by the Share Transfer Agreement, Logia USA, the Company and Mr. Harel entered into a consulting agreement (the “Consulting Agreement”) pursuant to which Mr. Harel will serve as Chief Executive Officer of Logia USA as an independent contractor. Mr. Harel will receive an annual consulting fee of $140,000, payable monthly. In addition, Mr. Harel will be entitled to a bonus equal to 10% of Logia USA’s annual net profit in any fiscal year in which Logia USA’s operating profit exceeds $5.0 million.
The Consulting Agreement also provides for equity-based compensation consisting of common shares of the Company having an aggregate value of up to $2.5 million. Subject to Mr. Harel’s continued service and the achievement of certain business, operational, and sales-related milestones, the Company may, over a two-year period, issue up to an aggregate of 2,652,058 common shares to Mr. Harel in three tranches, with each tranche becoming issuable upon the achievement of specified milestones. No issuance of shares may cause Mr. Harel and his affiliates to beneficially own more than 9.99% of the Company’s outstanding common shares at any time.
The Consulting Agreement contains customary confidentiality, intellectual property assignment, non-competition and non-solicitation provisions. Mr. Harel’s engagement may be terminated only for specified “Cause” events, subject to the terms of the agreement.
The common shares to be issued pursuant to the Share Transfer Agreement, as well as any additional common shares that may become issuable thereunder upon the achievement of specified milestones pursuant to the Consulting Agreement, are expected to be offered and issued in transactions exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon Section 4(a)(2) thereof and/or Rule 506 of Regulation D promulgated thereunder and/or Regulation S promulgated under the Securities Act. The recipients of such securities will represent, among other things, that they are acquiring the securities for their own accounts and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act. No securities have been issued as of the date of this report, and any securities issued pursuant to the Share Transfer Agreement will be issued without registration under the Securities Act in reliance upon the foregoing exemptions. Any such securities will constitute restricted securities and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
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The foregoing descriptions of the Share Transfer Agreement and the Credit Facility Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Share Transfer Agreement and the Credit Facility Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Report on Form 6-K and are incorporated herein by reference. The foregoing descriptions of the Consulting Agreement and the License Agreement are summaries only, do not purport to be complete, and are qualified in their entirety by reference to the terms of such agreements.
This Report on Form 6-K contains forward-looking statements within the meaning of applicable securities laws. Forward-looking statements include, but are not limited to, statements regarding the anticipated closing of the transactions contemplated by the Share Transfer Agreement and ancillary agreements, the issuance of securities thereunder, the anticipated benefits of the transactions, the future operations and performance of Logia USA, the availability and funding of the credit facility, the achievement of operational, commercial, revenue, profitability or other milestones, the potential issuance of additional securities, and other statements that are not historical facts. Forward-looking statements may be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “may,” “will,” “could,” “would,” “should,” and similar expressions. These statements are based on current expectations and assumptions and are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, among others, the satisfaction of closing conditions, receipt of required regulatory and stock exchange approvals, the ability of the parties to consummate the transactions, the performance and growth of Logia USA’s business, market and economic conditions, and other risks disclosed in the Company’s filings with the SEC. The Company undertakes no obligation to update or revise any forward-looking statements, except as required by applicable law.
On August 11, 2026, the Company issued a press release titled “Fort Technology Signs Agreements for the Acquisition of Logia USA - Fuel Integrity Solutions for Data Centers Company,” a copy of which is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K.
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EXHIBIT INDEX
| Exhibit Number |
Description of Document | |
| 10.1* | Share Transfer Agreement, dated August 11, 2026, by and among Fort Technology Inc., Logia USA Inc. and Yair Harel | |
| 10.2 | Credit Facility Agreement, dated August 11, 2026, by and among Fort Technology Inc. and Logia USA Inc. | |
| 99.1 | Press release titled: “Fort Technology Signs Agreements for the Acquisition of Logia USA - Fuel Integrity Solutions for Data Centers Company” |
| * | Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. |
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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 11, 2026 | By: | /s/ Avishay Rashuk |
| Avishay Rashuk | ||
| Chief Financial Officer | ||
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Exhibit 99.1
Fort Technology Signs Agreements for the Acquisition of Logia USA - Fuel Integrity Solutions for Data Centers Company
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 50.1% of the issued and outstanding shares of Logia USA (the “Acquisition”). The Founder is an arm’s length party to the Company.
Under the Share Transfer Agreement, Fort will acquire 50.1% of the issued and outstanding equity of Logia USA in exchange for common shares of Fort (the “Common Shares”, and 132,603 Common Shares issued as consideration, “Payment Shares”) having an aggregate value of US$125,000. The Payment Shares will be issued at an issuance price equal to US$0.942664, or CAD$1.3142 using a Bank of Canada conversion rate of US$1:CAD$1.3942 as of August 10, 2026 (the “Fort Share Value”), being the average closing price per Common Shares on the Nasdaq for each of the 14 consecutive trading days ending on (and including) the trading day immediately preceding the effective date of the Share Transfer Agreement (the “Effective Date”).
Upon the closing of the Acquisition, Fort will hold 50.1% and the Founder will hold 49.9% of the outstanding common stock of Logia USA. Logia USA currently has outstanding liabilities in the aggregate amount of up to US$390,000 owed to Logia Israel.
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$125,000, which will be paid using the first advancement of the Facility (as defined below).
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.
As a result, contaminated or degraded fuel has become a leading contributor to standby generator failures, often more significant than mechanical issues.
In data center environments, generator reliability is a critical component of overall system uptime. When a generator fails to start or sustain load due to fuel-related problems, it undermines the resilience of backup power systems designed to support continuous operations.
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 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:
| (i) | 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 to 70% and reduce Fort’s percentage holding to a minimum of 30% (the “First Rebalancing Threshold”); |
| (ii) | 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 to 80% and reduce Fort’s percentage holding to a minimum of 20%; |
| (iii) | 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 to 85% and reduce Fort’s percentage holding to a minimum of 15%; and |
| (iv) | 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 to 95% and reduce Fort’s percentage holding to a minimum of 5% (the “Final Rebalancing Threshold”). |
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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 50% and Fort will cease to control Logia USA. If the Final Rebalancing Threshold is achieved, Fort’s interest will be reduced to 5%. Pursuant to the Share Transfer Agreement, Fort’s shareholding following any issuance pursuant to the Equity Rebalancing Mechanism shall be no less than 5% of the total issued and outstanding capital stock of Logia USA (the “Fort Minimum Holding”), and Fort will not participate in any dilution resulting from the Final Rebalancing Threshold issuance beyond the Fort Minimum Holding.
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 60%, Fort 20%, and Additional Shareholders 20%, then following the Final Rebalancing Threshold issuance the Founder shall hold 95%, Fort shall hold 5%(having been protected from further dilution beyond its pre-issuance 20% holding only to the extent of the Fort Minimum Holding), and the Additional Shareholders shall hold near to 0%, having been fully diluted.
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$2 million (the “Facility”) to support U.S. market entry, product development, operations, and growth. For so long as the Fort Shares remain listed on the TSX Venture Exchange, the Facility and any accrued interest thereon may not be settled through the issuance of securities of Logia USA without the prior approval of the TSX Venture Exchange.
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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 6% per annum.
| 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$125,000 license fee to Logia Israel pursuant to the Licensing Agreement
Milestone for Payment: upon the execution of the Credit Facility Agreement | $ | 400,000 | ||||
| 2 | Q4 2026 | Budget Allocation: Completion of inventory production; finalize 2 major partnerships with a U.S. company
Milestone for Payment: achieve US$200,000 in sales | $ | 350,000 | ||||
| 3 | Q1 2027 | Budget Allocation: Market entry expansion; establish distribution channels; initial marketing campaigns
Milestone for Payment: grow sales to US$300,000 | $ | 300,000 | ||||
| 4 | Q2 2027 | Budget Allocation: Strengthen U.S. operations; onboard additional partners; improve logistics & support infrastructure
Milestone for Payment: grow sales to US$400,000 | $ | 250,000 | ||||
| 5 | Q3 2027 | Budget Allocation: Launch second product iteration; expand sales team
Milestone for Payment: reach US$500,000 quarterly sales | $ | 200,000 | ||||
| 6 | Q4 2027 | Budget Allocation: Strategic alliances; improve margins and supply chain efficiency
Milestone for Payment: reach $600K quarterly sales | $ | 200,000 | ||||
| 7 | Q1 2028 | Budget Allocation: Scale operations; enterprise client acquisition
Milestone for Payment: reach $800K quarterly sales | $ | 200,000 | ||||
| 8 | Q2 2028 | Budget Allocation: Profitability focus; optimize operations; prepare for fundraising/exit or major expansion
Milestone for Payment: reach $1M quarterly sales | $ | 100,000 | ||||
Note:
| (1) | 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 85% of the issued and outstanding securities of Logia immediately following such issuance (the “Default Issuance”). The Equity Rebalancing Mechanism will be suspended and shall not apply for so long as Fort holds 85% or more of the issued and outstanding equity securities of Logia USA as a result of the Default Issuance.
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 50.1% of Logia USA’s equity, the foregoing designation rights shall automatically be reallocated such that the Founder shall thereafter have the exclusive right to designate and appoint two directors to the board of directors of Logia USA, and Fort shall thereafter have the exclusive right to designate and appoint one director.
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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 50% of the issued and outstanding equity of Logia USA at any time provided that such party holds at least 5% of the issued and outstanding equity of Logia USA (the “Minority Shareholder”). Certain actions may not be taken without the prior written approval of the Minority Shareholder. Fort and the Founder will also each be entitled to receive customary financial, operational and other material information concerning Logia USA. Each of Fort and the Founder will be subject to certain transfer and sale restrictions of securities of Logia USA, including drag-along rights and tag-along rights. The transfer of common stock of Logia USA and the exercise of the drag-along rights and tag-along rights by Fort will be subject to the approval of the TSX Venture Exchange, if applicable.
The Founder will continue to lead Logia USA as Chief Executive Officer under a consulting US$140,000 per year. In addition to such fee, in each fiscal year in which the operating profit of Logia USA exceeds US$5,000,000, the Founder will be entitled to a bonus equal to 10% of the net profit (after allocation of the profitability bonus) on payment terms determined by the Board.
Common Shares having an aggregate value of up to US$2,500,000 upon the achievement of certain milestones (the “Compensation Shares”) as set forth below:
Tranche | Timing | Milestone | Value (USD$) | Number of Shares | ||||||||
| 1 | Q2 2027 | Achievement of the Logia USA milestones through Q2 2027(1) | $ | 500,000 | 530,412 | |||||||
| 2 | Q2 2028 | Full completion of all Logia USA milestones(2) | $ | 1,000,000 | 1,060,823 | |||||||
| 3 | Q3 2028 | Annual operational profit of Logia USA exceeding US$10,000,000 | $ | 1,000,000 | 1,060,823 | |||||||
Notes:
| (1) | 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 by Q1 2027; and strengthen U.S. operations, onboard additional partners, improve logistics and support infrastructure, and grow sales to US$400,000 by Q2 2027 |
| (2) | 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 9.99% undiluted of the issued and outstanding Common Shares (the “Ownership Cap”). In the event that an issuance of Common Share would cause the Founder to exceed the Ownership Cap, Fort will only issue such number of Compensation Shares to the Founder that would not cause the Founder to exceed the Ownership Cap with the balance to be held in abeyance until notice from the Founder that the balance may be issued in compliance with such limitation.
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.
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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.
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