--- title: "Aibotics agrees to acquire Empulser for Series C preferred stock" url: "https://aibio.space/news/aibotics-agrees-acquire-empulser-series-c-preferred-stock/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2026-10-02" section: "Company Updates" tickers: "OTC:AIBT" source: "https://www.sec.gov/Archives/edgar/data/1763329/000109690626001500/aibt-20261002_8k.htm" summary: "The October 2, 2026 exchange agreement would give Aibotics all membership interests in Empulser Enterprises LLC in return for Series C Preferred Stock with" --- By the aibio.space news desk. Sources - [AIBOTICS, INC. 8-K (2026-10-05)](https://www.sec.gov/Archives/edgar/data/1763329/000109690626001500/aibt-20261002_8k.htm) - [AIBOTICS, INC. financial data (SEC XBRL)](https://www.sec.gov/Archives/edgar/data/1763329/000109690626000555/) [AIBT](https://aibio.space/companies/aibotics/) 2026-10-02 # Aibotics agrees to acquire Empulser for Series C preferred stock Tickers [AIBT](https://aibio.space/companies/aibotics/) The October 2, 2026 exchange agreement would give Aibotics all membership interests in Empulser Enterprises LLC in return for Series C Preferred Stock with a stated value of up to $22,000,000. ## Key facts - **Company**: AIBOTICS, INC. (OTC: AIBT) - **News type**: Company Updates - **Primary source**: [AIBOTICS, INC. 8-K (2026-10-05)](https://www.sec.gov/Archives/edgar/data/1763329/000109690626001500/aibt-20261002_8k.htm) *A sample tube held up to the light. Photo: NASA, CC0, via rawpixel. The picture shows the field, not the companies named.* Aibotics, Inc. (OTC: [AIBT](https://aibio.space/companies/aibotics/)) entered into an Agreement for the Exchange of Stock on October 2, 2026, with Empulser Enterprises LLC, a Wyoming limited liability company, and its members. Under the agreement, Aibotics would acquire 100% of the issued and outstanding membership interests in Empulser, which would become a wholly owned subsidiary. The consideration is Series C Preferred Stock with an aggregate stated value of up to $22,000,000, subject to an earn-out. The [8-K filing](https://www.sec.gov/Archives/edgar/data/1763329/000109690626001500/aibt-20261002_8k.htm) reports the agreement under Item 1.01. ## The exchange and earn-out Aibotics would issue the Series C shares to the Empulser members pro rata, according to a schedule the parties will deliver before closing. The Certificate of Designation designates 2,200,000 shares at a Series C original issue price of $10.00 per share. The earn-out period begins at closing and runs for 36 months. The filing allocates 220,000 shares to the closing itself and 198,000 shares to each of ten milestones. Each milestone allocation represents 9% of the maximum acquisition consideration. The milestones relate to specified patent filings and issuances, product demonstration and flight testing, acceptance into a formal test, evaluation or pilot program, and achievement of US$500,000 in cumulative revenue. Shares allocated to a milestone are earned only if the milestone is achieved during the 36-month period. Shares not earned by the end of that period cease to be issuable or are forfeited and cancelled, as the agreement provides. ## Terms of the Series C Preferred Stock The Series C shares carry no dividends. On a liquidation, dissolution or winding up, holders receive the Series C original issue price per share before any payment to junior preferred or common stockholders. Holders have no voting rights except as required by law and on certain amendments to the articles of incorporation. Each share is convertible into common stock under a formula in the Certificate of Designation. Conversion is limited so that a holder and its affiliates cannot beneficially own more than 4.9% of outstanding common stock, unless the holder waives the limit on 61 days' prior written notice. The parties intend the acquisition to qualify as a reorganization under Section 368 of the Internal Revenue Code. The filing says no assurance can be given that it will qualify. ## Pre-closing financing and management Aibotics may, in its sole discretion, advance up to $2,000,000 to Empulser before closing, solely for expenditures in a budget approved by the company. Each advance is a loan secured by a first priority security interest in all of Empulser's assets, and a UCC-1 financing statement is to be filed within five business days after execution. Patrick Tsang and Aibotics are to enter into a consulting agreement for Mr. Tsang to advise on the existing business for 90 days, or until a CEO agreement becomes effective. The filing says the management arrangements are subject to applicable law, a satisfactory background and eligibility review, and approval by the board. ## Financial position The [XBRL financial data](https://www.sec.gov/Archives/edgar/data/1763329/000109690626000555/) show revenue of $2,183 for 2025, against nothing reported for 2024. Net loss was $2.2 million in 2025 and $1.8 million in 2024. Cash from operations was negative $458,240 in 2025 and negative $259,037 in 2024. Year-end cash and cash equivalents were $255,940 at the end of 2025 and $185,097 at the end of 2024, and the data show $233,427 at June 30, 2026. ## The risks ahead The Empulser deal has not closed. Aibotics reported revenue of $2,183 for 2025, a net loss of $2.2 million and cash of $233,427 at June 30, 2026, yet it may advance up to $2,000,000 to Empulser before closing, secured by Empulser's assets. The filing says no assurance can be given that the exchange will qualify as a reorganization under Section 368. Most of the Series C stock depends on ten milestones, including patent issuances, flight testing and US$500,000 in cumulative revenue, and shares not earned within 36 months are forfeited and cancelled. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story AIBT AIBOTICS, INC. 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Cite as: aibio.space, "Aibotics agrees to acquire Empulser for Series C preferred stock", 2026-10-02, https://aibio.space/news/aibotics-agrees-acquire-empulser-series-c-preferred-stock/