Aibotics to Acquire Empulser for Up to $22M in Series C Preferred Stock

Aibotics Inc. has entered into an agreement to acquire Empulser Enterprises LLC, a Wyoming limited liability company. The transaction, signed on October 2, 2026, will result in Empulser becoming a wholly owned subsidiary of Aibotics.

The acquisition consideration consists of Aibotics Series C Preferred Stock with an aggregate stated value of up to $22,000,000. The issuance of shares is subject to an earn-out structure. The Company will issue 2,200,000 shares of Series C Preferred Stock with a stated value of $10.00 per share at closing. Additionally, 198,000 shares are allocated to each of ten milestones, representing 9% of the maximum consideration per milestone. These milestones relate to patent filings, product demonstrations, flight testing, acceptance into pilot programs, and achieving cumulative revenue of $500,000. Shares allocated to unmet milestones will cease to be issuable or will be forfeited after the 36-month earn-out period.

The Series C Preferred Stock carries specific rights, including a liquidation preference equal to the Series C Original Issue Price. Holders have no voting rights except as required by law or on amendments to the Articles of Incorporation that would adversely change the rights of the preferred stock. The shares are convertible into common stock at the holder's option, subject to limitations on beneficial ownership exceeding 4.9%.

The parties intend for the transaction to qualify as a tax-free reorganization under Section 368 of the Internal Revenue Code. Prior to closing, Aibotics may advance up to $2,000,000 to Empulser for approved expenditures, secured by a first-priority security interest in Empulser's assets.

Upon closing, Aibotics intends to appoint Patrick Tsang as Chief Executive Officer and a director, contingent on a satisfactory background review and Board approval. The closing is subject to the delivery of various corporate documents and financial statements by both parties, and the agreement may be terminated under specific conditions, including a failure to close by January 2, 2027.