Monitor Aibotics' Regulation A offering progress and NovaCore's revenue trajectory against the earn-out milestones ($500K/$1.5M/$3M/$5M cumulative over 4 years). The $1,000,000 capital commitment and the seller's repurchase option if funding fails create a binary catalyst around the offering's success.
Price Chart
Executive Summary
Aibotics completed the acquisition of PlayJamaica's NovaCore Labs robotics, drone, AI, and mapping assets for $225,000 in Series B Preferred Stock (22,500 shares) plus up to $3,000,000 in earn-out Preferred Stock tied to $5,000,000 cumulative revenue over 4 years. The company also entered into 3-year employment agreements with Gregory Moore (CEO of NovaCore) and Ryan Moore (VP of NovaCore), each receiving 50,000,000 restricted common shares vesting over 3 years, cash bonuses tied to NovaCore net income, and milestone-based Preferred Stock awards. The acquisition closed on October 14, 2026, and Aibotics plans to fund NovaCore with up to $1,000,000 from a Regulation A offering.
Key Financial Metrics
Key Facts
- Acquisition consideration: 22,500 shares of Series B Preferred Stock with $225,000 aggregate stated value
- Earn-out: up to $3,000,000 in additional Series B Preferred Stock for cumulative gross revenue of $500,000, $1,500,000, $3,000,000, and $5,000,000 over 4 years
- Assumed liabilities: approximately $35,000 for certain drones and generators
- Gregory Moore employment: 50,000,000 restricted common shares (3-year vest), 10% of NovaCore net income cash bonus (capped at $500,000/year), milestone Preferred Stock awards ($625,000 at $1M revenue by year 2, $625,000 at $2M revenue by year 3)
- Ryan Moore employment: 50,000,000 restricted common shares (3-year vest), 8% of NovaCore net income cash bonus (capped at $500,000/year), same milestone Preferred Stock structure
- Aibotics plans to fund NovaCore with up to $1,000,000 from a Regulation A offering over 12 months
- Closing occurred on October 14, 2026
Financial Impact
Upfront consideration of $225,000 in Series B Preferred Stock; potential earn-out of $3,000,000 in Preferred Stock; up to 100,000,000 common shares reserved for employee grants; $1,000,000 planned capital deployment to NovaCore
Risk Factors
- Funding risk: Aibotics must raise capital via Regulation A to fund NovaCore; failure triggers asset repurchase right for PlayJamaica
- Dilution risk: up to 100,000,000 common shares issuable to Gregory and Ryan Moore, plus additional Preferred Stock conversions
- Revenue execution risk: earn-out milestones require NovaCore to generate $5,000,000 cumulative revenue from acquired assets
- Integration risk: cross-border operations in Jamaica with a newly formed subsidiary
Investment Themes
Documents Analyzed
This report is based on 7 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001096906-26-001565 |
| Document: aibt_ex10z3.htm | 0001096906-26-001565 |
| Document: aibt_ex10z2.htm | 0001096906-26-001565 |
| Document: aibt-20261014_8k.htm | 0001096906-26-001565 |
| Document: 0001096906-26-001565-index-headers.html | 0001096906-26-001565 |
| Document: 0001096906-26-001565-index.html | 0001096906-26-001565 |
| Document: 0001096906-26-001565.txt | 0001096906-26-001565 |
US Market Status
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