Fort Technology Enters Convertible Note Financing Agreement With a Cap of $20 Million
Key Facts
Fort Technology disclosed to the U.S. Securities and Exchange Commission that it entered into convertible promissory note financing agreements on November 11, 2026, while Nexera Technologies announced the news in a statement attached to its filing. The financing is capped at $20 million, but the agreement allows for purchases in stages and does not mean that the full amount was disbursed when the agreements were signed. The disclosure for the initial closing specified a note with a face value of $1.1 million per investor, purchased for $990,000. Fort intends to use the net proceeds for general working capital and operational support. Those operations include the activities of its majority-owned subsidiary, Logia USA, in fuel safety solutions for data centers and critical facilities.
The purchase price reflects an original issue discount of 10% from the note’s face value, as the investor pays 90% of its principal at purchase. The initial note has a face value of $1.1 million per investor, against a purchase price of $990,000. The notes carry annual interest of 8%, rising to 14% upon and for the duration of an event of default. They mature 28 months after the issue date. Principal and accrued interest are to be repaid in 10 equal monthly installments, beginning 18 months after issuance.
The agreement gives Fort the option, at its discretion, to request additional note purchases in quarterly tranches after the initial closing. This option begins on the first day of the calendar quarter following the initial closing and is subject to the agreement’s terms. The limit for each investor is $1.1 million per quarter, while the eighth and final additional note may be worth up to $1.2 million per investor. The disclosure said the initial closing date would be agreed between the company and the investors. It also tied the completion of subsequent closings to market conditions and the satisfaction of closing conditions.
The conversion terms allow investors to exchange the notes for Fort shares at the lower of a fixed price and a variable price linked to trading. The variable price is set at 88% of the lowest daily volume-weighted average price over the preceding 20 trading sessions. However, this price cannot fall below a floor equal to 20% of the fixed price. The number of shares issued upon conversion is therefore tied to the share price under the formula specified in the agreement, with the fixed price remaining the reference for the floor. This mechanism creates the possibility of issuing new shares if investors elect to convert the notes.
The potential share issuance is not limited to conversion; each note also includes a warrant to purchase Fort shares equal to 100% of the shares that could be issued upon conversion of that note. The warrants are exercisable immediately upon issuance and expire after 60 months. Fort also agreed to pay each investor a $500,000 commitment fee at the initial closing, in the form of shares. The number of shares issued for this fee is calculated by dividing the amount by the daily volume-weighted average price over the 3 trading sessions immediately preceding the closing. These provisions add other potential routes to share issuance alongside conversion, depending on the exercise of the rights set out in the agreement.
Fort sells consumer products online, focusing on the pest control and repair sectors, and sells its products in the United Kingdom and Europe. Its expansion in the United States through Logia USA is one of the stated uses of the financing: the company said the funds would support fuel safety solutions for data centers and critical facilities, as well as working capital and other operations. Fort committed to filing a resale registration statement for the commitment fee shares and the shares issued upon conversion of the notes and exercise of the warrants within 30 trading sessions of the initial closing. It said it would use reasonable efforts to have the registration become effective within 60 calendar days, or within 90 days if it underwent a full review by the U.S. Securities and Exchange Commission. The company said the timing of subsequent closings and the amount of financing would depend on market conditions and satisfaction of closing conditions.