| SUBSEQUENT EVENTS |
NOTE 14 — SUBSEQUENT EVENTS | a. | On July 31, 2026, the Company effected the July 2026 Reverse Split (see Note 1(d)). The July 2026 Reverse Split triggered the reset provisions of the Series A Warrants, pursuant to which 960,301 additional Series A Warrants were issued and the exercise price was adjusted to $2.41428 per share. | | b. | On August 11, 2026, Fort Technology entered into definitive agreements to acquire 50.1% of the issued and outstanding share capital of Logia USA Inc., a Delaware corporation engaged in fuel-integrity solutions for data centers, from its sole shareholder, in consideration for Fort Technology common shares with an aggregate value of $125, priced at the average closing price over the 14 trading days preceding the effective date. The closing was subject to approval of the TSX-V and took place on August 26, 2026. In connection with the agreements, Fort Technology entered into a credit facility agreement pursuant to which it will provide Logia USA Inc. with an unsecured credit facility of up to $2,000, bearing interest at 6% per annum, available in eight tranches upon achievement of operational and commercial milestones. The agreements includes an equity rebalancing mechanism pursuant to which, for up to three years following the closing, upon achievement of cumulative sales milestones at a minimum net profit margin, the founder’s holdings may increase up to 95% of Logia USA Inc.’s share capital, with a corresponding dilution of Fort Technology’s holdings. Upon the occurrence of certain events of default under the credit facility, Fort Technology may require the issuance of additional equity interests that would increase its holding to 85% of Logia USA Inc.’s share capital. In connection with the transaction, the founder will serve as chief executive officer of Logia USA Inc. and will be entitled to share-based compensation of up to $2,500 in Fort Technology common shares, subject to the achievement of specified milestones and continued engagement. The Company is evaluating the accounting treatment of the transaction. | | c. | Subsequent to June 30, 2026, the holder of the June 2026 Note converted $918 of principal and accrued interest into 555,177 ordinary shares, and exercised 200,000 of the warrants issued together with that note, for aggregate proceeds of $374. | | d. | Subsequent to June 30, 2026, the holders of warrants from the registered direct offering that closed on June 9, 2026 (see note 3(n)) exercised warrants to purchase 109,093 ordinary shares for aggregate proceeds of $237. |
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