AMC Robotics Corporation (Nasdaq: AMCI) entered into a Standby Equity Purchase Agreement (SEPA) with Ayame Asset Holdings LLC on September 17, 2026. The agreement grants the Company the right, but not the obligation, to issue and sell newly issued shares of its common stock to the Investor for an aggregate gross purchase price of up to $50.0 million.
Under the terms of the agreement, the Company may require the Investor to purchase shares by delivering advance notices. The amount of shares purchased per advance is limited to the lower of 100% of the average daily trading volume over the previous five days or 100,000 shares. The purchase price is determined by one of two alternatives: 96% of the lowest daily volume-weighted average price (VWAP) over a three-day pricing period, or the lower of 97% of the lowest VWAP over the previous five days or the lowest intraday traded price.
The Company is also issuing convertible promissory notes to the Investor in connection with the agreement. The notes are funded in two tranches totaling up to $3.88 million, subject to certain conditions. The first tranche of $2.22 million was funded on September 17, 2026, and the second tranche of $1.66 million is contingent upon the effectiveness of an initial registration statement and stockholder approval. The notes bear 0% interest but increase to 18% upon an event of default. The Company may repay the notes early with a 6% premium.
In consideration for the Investor’s commitment, AMC Robotics issued 450,000 shares of common stock and paid a $40,000 structuring fee. The Company is also obligated to file an initial registration statement covering the resale of the securities within 21 days and use its best efforts to have it declared effective within 60 days. The Company stated that the net proceeds from the transaction are intended to fund the buildout and commissioning of its robotic manufacturing facility, with a targeted completion date of November 2026.
