Fort Technology Inc. filed a Form 6-K with the SEC on November 12, 2026, disclosing that on November 11, 2026, the company entered into securities purchase agreements with two institutional investors providing for the issuance of up to $20,000,000 in aggregate principal amount of unsecured convertible promissory notes, together with warrants to purchase common shares.

Key Highlights

  • Total facility size: Up to $20,000,000 in aggregate principal amount of unsecured convertible promissory notes across two purchase agreements, with each investor eligible for up to $10,000,000.
  • Initial closing notes: At the initial closing, the company will issue each investor a note with a principal amount of $1,100,000, purchased at a price of $990,000, reflecting a 10% original issue discount.
  • Interest rate: Notes bear interest at 8% per annum, increasing to 14% per annum upon and during an event of default, and mature 28 months from the date of issuance.
  • Conversion pricing: Investors may convert notes at the lower of the fixed price (prior day closing price) or 88% of the lowest daily VWAP over the 20 preceding trading days, subject to a floor price of 20% of the fixed price.
  • Warrants: Each note issuance is accompanied by warrants to purchase common shares equal to 100% of the shares issuable upon conversion, exercisable immediately at the prior day closing price and expiring 60 months from issuance.
  • Commitment fee: The company will pay each investor a $500,000 commitment fee in common shares, calculated using the average daily VWAP over the three trading days immediately preceding the initial closing.
  • Beneficial ownership cap: No investor may convert notes or exercise warrants if doing so would result in the investor beneficially owning more than 4.99% of outstanding common shares.

Fort Technology's Convertible Note Structure and Key Terms

According to the filing, Fort Technology Inc. (NASDAQ:FRTT), based in Toronto, Ontario, entered into the purchase agreements on November 11, 2026, with two unnamed institutional investors described as "accredited investors." The company disclosed that Notes will be sold at 90% of their principal amount. Following the initial closing, the company may, at its sole discretion, require each investor to purchase additional notes not exceeding $1,100,000 per calendar quarter, with the eighth and final additional note to each investor permitted to reach up to $1,200,000 in principal amount.

The filing further states that if the daily trading volume of common shares is at least 150% of the number of common shares then outstanding after the initial closing, the company may request additional purchases. However, aggregate notes purchased by each investor are capped at $2,200,000 during the period from the initial closing through the end of that closing quarter, $1,100,000 during any subsequent quarter, and $10,000,000 in total. Principal and accrued interest are repayable in ten equal monthly installments beginning on the first day of each month following the 18-month anniversary of issuance, and the company may prepay the notes at any time without premium, according to the filing.

The company also disclosed a registration obligation: within 30 trading days following the initial closing, it has agreed to file a registration statement on Form F-1 (or Form F-3 if eligible) covering the resale of commitment shares and shares issuable upon conversion of notes and exercise of warrants, with an effectiveness deadline of 60 calendar days (or 90 calendar days if the SEC conducts a full review). The filing notes that the securities were issued and will be sold in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended. The filing also states that it contains forward-looking statements subject to the company's cautionary language and the risks detailed in its Form 20-F registration statement, as amended, filed with the SEC on May 1, 2026.

What Was Disclosed

Fort Technology Inc. disclosed the November 11, 2026 entry into securities purchase agreements with two institutional investors for up to $20,000,000 in convertible notes and accompanying warrants, issued in a private placement, along with related terms for conversion, repayment, and registration rights.