Humanoid Global Announces $2.0 Million Special Warrant Financing
Not for distribution to United States newswire services or for release, publication, distribution or dissemination, directly or indirectly, in whole or in part, in or into the United States.
Vancouver, BC, Oct. 14, 2025 (GLOBE NEWSWIRE) -- Humanoid Global Holdings Corp. (“Humanoid Global” or the “Company”) (CSE:ROBO, FWB:0XM1, OTCQB:RBOHF), a publicly traded investment issuer focused on building and accelerating a portfolio of pioneering companies in the humanoid robotics and embodied AI sector, is pleased to announce a non-brokered private placement of up to 2,500,000 special warrants (the “Special Warrants”) at a price of $0.80 per Special Warrant for gross proceeds of up to $2,000,000 (the “Offering”).
Each Special Warrant will automatically convert into one unit of the Company (each, a “Unit”), as described below. Each Unit will consist of one common share of the Company (a “Share”) and one transferable common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder to acquire one Share at a price of $1.20 per Share for a period of twenty-four (24) months following the date of issuance.
Each Special Warrant will automatically convert, for no additional consideration, into one Unit on the earlier of: (i) the date that is three business days following the date on which the Company files a prospectus supplement to a short form base shelf prospectus with the applicable securities commissions qualifying the distribution of the Units underlying the Special Warrants (the “Prospectus Supplement”); and (ii) the date that is four months and one day after the closing of the Offering.
"This capital infusion is a direct accelerator for our portfolio and our pipeline," said Shahab Samimi, Chief Executive Officer of Humanoid Global. "It enables us to provide not just capital, but also the strategic support and resources our partner companies need to scale, innovate, and capture market leadership in the rapidly evolving humanoid robotics and embodied AI landscape."
The filing of a Prospectus Supplement will be at the sole discretion of the Company, and the Company is under no obligation to file a Prospectus Supplement or qualify the distribution of the Units underlying the Special Warrants. The Company may, at its discretion, determine not to proceed with the filing of a Prospectus Supplement, in which case the Special Warrants will automatically convert into Units following the expiry of the statutory four-month hold period.
The Company may pay finder’s fees of 7.0% in cash and issue that number of broker warrants (the “Broker Warrants”) equal to 7.0% of the number of Special Warrants sold under the Offering. Each Broker Warrant will be exercisable for one Share at a price of $1.20 per Share for a period of twenty-four (24) months from the date of issuance.
The Special Warrants will be issued pursuant to exemptions from the prospectus requirements under applicable Canadian securities laws, including the accredited investor, $150,000 minimum investment, or other available exemptions under National Instrument 45-106 – Prospectus Exemptions. Prior to any filing of a Prospectus Supplement and the automatic conversion of the Special Warrants, as applicable, all securities issued under the Offering will be subject to a four-month statutory hold period from the date of closing, in addition to any other restrictions under applicable law.
Completion of the Offering is subject to customary conditions, including the receipt of all necessary regulatory approvals, including the approval of the Canadian Securities Exchange (the “CSE”). The Offering is not subject to a minimum aggregate subscription amount and may close in one or more tranches.
The net proceeds of the Offering will be used for general working capital purposes.
It is anticipated that insiders of the Company may participate in the Offering. The issuance of Special Warrants to insiders will constitute a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on exemptions from the formal valuation requirement under section 5.5(a) and from the minority shareholder approval requirement under section 5.7(1)(a) of MI 61-101, as the fair market value of the securities subscribed for by insiders does not exceed 25% of the Company’s market capitalization.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. This press release is not for distribution to U.S. newswire services nor for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.
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About Humanoid Global Holdings Corp.
Humanoid Global Holdings Corp. (CSE:ROBO, FWB:0XM1, OTCQB:RBOHF) (“Humanoid Global” or the “Company”) is a publicly traded investment issuer building a portfolio of pioneering companies in the growing humanoid robotics and embodied AI sector, investing in and accelerating their growth. It serves as a global investment platform providing liquidity and access to an actively managed portfolio spanning the value chain of this emerging ecosystem, including advanced software, hardware, and enabling technologies. Led by a team with a proven track record of scaling transformative technologies globally, the Company takes a long-term, partnership-oriented approach. It provides capital and strategic consultation on go-to-market strategies, regulatory pathways, and transaction advisory, while facilitating introductions to customers, suppliers, and strategic partners.
Learn more:
https://www.humanoidglobal.ai/
For further information, please contact:
Shahab Samimi
Chief Executive Officer
finance@humanoidglobal.ai
info@humanoidglobal.ai
(604) 602-0001
CSE:ROBO
OTCQB:RBOHF
FWB:0XM1
ON BEHALF OF MANAGEMENT
Shahab Samimi
Chief Executive Officer
The CSE does not accept responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This news release contains statements that may be considered “forward-looking information” within the meaning of applicable Canadian securities legislation. All statements in this release, other than statements of historical fact, that address events, developments or performance that the Company expects to occur in the future are forward-looking statements. Forward-looking statements are generally, but not always, identified by words such as “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “potential,” “targets,” “strategy,” “opportunity,” “will,” “would,” “may,” “could,” or “should,” and similar expressions.
Forward-looking information in this news release includes, but is not limited to: statements regarding the terms, size and completion of the Offering; the automatic conversion of the Special Warrants and timing thereof; the Company’s discretion regarding the filing of any Prospectus Supplement; the potential participation of insiders; the intended use of proceeds; and the Company’s general business plans, growth strategy and expectations for the development of its portfolio and investments in the humanoid robotics and embodied AI sector.
Although Humanoid Global believes that the assumptions and expectations reflected in such forward-looking statements are reasonable, such statements are not guarantees of future performance and involve 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 the forward-looking statements. These factors include, but are not limited to: the Company’s ability to complete the Offering on the terms described or at all; the timing and receipt of regulatory approvals, including from the CSE; general business, economic, competitive, political and social uncertainties; changes in capital markets; the speculative nature of investment and development in early-stage technology sectors; and the additional risks described in the Company’s public disclosure record available on SEDAR+ (www.sedarplus.ca).
Readers are cautioned not to place undue reliance on forward-looking statements. The forward-looking statements contained in this release are made as of the date hereof and are based on information currently available and management’s beliefs, estimates, expectations and opinions at that time. Except as required by applicable securities laws, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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