Nextech3D.ai (NEXCF, Financial) has announced its intention to sell a commanding 80% equity stake in its subsidiary, Toggle3D.ai, to TQG Technologies through a Letter of Intent (LOI) dated April 4. This strategic maneuver is poised to provide Nextech3D.ai with a substantial non-dilutive cash influx of $610,000 while enabling Toggle3D.ai to embark on a new growth trajectory under TQG's leadership.
The agreement, outlined in the non-binding LOI, envisions a three-phase acquisition process by TQG. The initial phase involves a purchase of 11 million shares for C$610,000. Subsequent to this, and contingent on TQG's successful capital raising efforts, an additional 5 million shares will be bought for C$276,000. The acquisition will culminate with the purchase of the remaining shares and the inclusion of TQG's assets into Toggle3D.ai. A non-refundable deposit of C$177,000 will be made once the transaction structure is finalized by TQG’s management.
Furthermore, the transaction includes provisions for additional payments stretching until August 2025, with a potential $710,000 bonus contingent on TQG securing at least $5 million in financing by that deadline. The LOI also outlines an integration and advisory period, during which both companies will collaborate to finalize the transaction structure, alongside standard conditions such as due diligence, definitive agreement execution within 90 days, and regulatory or shareholder consents.
Post-closing, TGGL's management will retain oversight of key financial decisions for 180 days to ensure smooth operational transitions. Both companies plan to release a joint public announcement once the definitive agreement is signed and will launch coordinated public relations campaigns to promote Toggle3D.ai's new strategic direction.
