Nextech
AR
Announces Details
of Generative AI IPO Spin-out Toggle3D
Toggle3D
is a SaaS Web based Studio Uses AI to Turn CAD files into Web3D
Models at Scale, Disrupting the $11 Billion CAD Market
TORONTO, ON, Canada
-- February 2, 2023 -- InvestorsHub NewsWire
-- Nextech
AR Solutions Corp. ("Nextech" or the "Company")
(OTCQB:
NEXCF) (CSE:
NTAR) (FSE: EP2) is pleased to announce today that after
further consideration, it has determined to pursue a direct spinout
of its generative AI powered Toggle3D platform through a
wholly-owned subsidiary of the Company ("Subco"). The transaction
is currently anticipated to proceed by way of plan of arrangement
(the "Arrangement") pursuant to which the Toggle3D platform and
associated assets will be spun out into a new Subco, but will be
subject to final tax and legal structuring
considerations.
Evan Gappelberg, CEO of
Nextech AR commented, "The spin-out of ARway
Corporation (CSE:
ARWY), (OTC:
ARWYF) (FSE: E65) on October 26th, 2022 has proven to
be a tremendously successful method to unlock value for Nextech
shareholders. As of February 1, 2023, ARway is trading at $1.25
with 26.5 million shares issued, which is worth $33.1 million.
Nextech still retains ownership of 13 million shares which are
worth $16 million dollars from essentially zero prior to the spin
out. Now we are announcing that we are going to do the same thing
with Toggle3D. We believe there is a tremendous amount of
shareholder value currently trapped inside Nextech and these
spin-outs are aimed at unlocking that value by listing pure-play
technology companies. We believe that Toggle3D is now commercially
ready to disrupt the $11billion CAD market and once it's spun out,
we believe that just like ARway, it will create value for Nextech
shareholders. This Toggle3D spin-out and the possibility of
additional future spin-outs are intended to unlock the value of the
technology that we have been heavily investing in, incubating and
building inside Nextech for the last 4 years." He continued, "Times
are changing… for 16 years we all have been walking around with a
smartphone in our pockets. The next generation of devices is about
to emerge in the form of computer glasses. Once launched, computer
glasses will become the device of choice in 2023 and beyond,
causing everything AR/3D to go up in value seemingly overnight. We
believe that an AR/3D spatially aware world is the next evolution
of our computer driven world. We expect a major shift in the focus
of investors in 2023 when Apple Computer releases a pair of
computer glasses which perfectly positions Nextech, ARway, and now
Toggle3D for significant valuation adjustments to the
upside."
The Arrangement, if
completed, is anticipated to result in, among other things, (i)
Nextech retaining approximately 65% of the issued and outstanding
shares of Subco ("Subco Shares") upon completion of the
transaction, (ii) approximately 20% of the Subco Shares being
distributed directly to Nextech shareholders on a pro rata basis;
and (iii) approximately 15% of the Subco Shares being distributed
to certain service providers of Nextech in consideration of past
services, as calculated prior to completion of the Private
Placement (as further detailed below) following which the above
percentages will be adjusted on a pro rata basis. In connection
with the Arrangement, Nextech intends to seek a direct listing of
the Subco Shares on the Canadian Securities Exchange
("CSE").
Private
Placement
In connection with the
Arrangement, Subco or a special purpose financing vehicle shall
complete a private placement of a minimum of u subscription
receipts ("Subscription Receipts") at a price of C$0.25 per
Subscription Receipt to raise aggregate gross proceeds of a minimum
of C$1.5mill (the "Private Placement"). Each Subscription Receipt
will automatically convert upon the satisfaction or waiver of all
conditions precedent to the Arrangement and certain other ancillary
conditions (the "Release Conditions") into units ("Units") at no
additional cost to, and without further action by, the holder of
such Subscription Receipt, with each Unit ultimately being
comprised of one (1) Subco Share and one share purchase warrant
(each such share purchase warrant, a "Warrant"), with each Warrant
being exercisable to acquire one (1) additional Subco Share at an
exercise price of C$1.0 for a period of [three] years from the date
of issuance, provided that in the event that the closing price of
the Subco Shares is equal to or exceeds $1.00 for a period of at
least 10 trading days on the principal stock exchange on which such
shares trade, Subco may disseminate a press release announcing the
acceleration of such expiry date to a date that is 30 days
following the date of such press release. The gross proceeds from
the Private Placement will be held in escrow pending the
satisfaction of the Release Conditions, whereupon the Units
underlying the Subscription Receipts will be issued to the
purchasers and the gross proceeds of the Private Placement will be
released to the issuer. Alternatively, each Subscription Receipt
will terminate on the earlier of: (i) the failure to satisfy the
Release Conditions prior to 5:00 p.m. (Toronto time) on a scheduled
date to be determined (the "Release Deadline"); or (ii) public
announcement by Nextech prior to the Release Deadline, that (A) it
does not intend to satisfy any of the Release Conditions or (B) the
Release Conditions are incapable of being satisfied by the Release
Deadline. On termination of the Subscription Receipts in any of
these circumstances, the gross proceeds of the Private Placement
shall be returned to the purchasers pro rata without any deduction
or interest and the Subscription Receipts shall be automatically
cancelled. It is intended that the proceeds raised pursuant to the
Private Placement will be used for further development and
promotion of Toggle3D and for general corporate purposes. The
Private Placement is anticipated to close prior to [date],
2023.
Further Details of
the Arrangement
The directors and
officers of Subco on closing of the Arrangement are anticipated to
be as follows:
Evan
Gappelberg – Director and Chief Executive Officer.
Mr. Gappelberg is an
accomplished entrepreneur with an expertise in creating, funding
and running start-ups, and he has extensive experience both as a
hands-on operating executive and well as a public markets
professional. He is founder and currently serves as the Chief
Executive Officer and a director of Nextech, and as Chief Executive
Officer of Arway Corporation ("Arway"). He was also co-founder and
CEO of an app development company which created, published and owns
over 500 successful apps for both Apple's iTunes store and the
Google Play store. Prior to being a successful entrepreneur, Mr.
Gappelberg worked on Wall Street and has more than 25 years of
extensive experience as both a hedge fund manager and Senior Vice
President of Finance. He has extensive capital markets
relationships, know-how and experience in all operational facets of
managing a public company.
Belinda Tyldesley –
Director and Corporate Secretary.
Mrs. Tyldesley is the
President of Closing Bell Services, a consulting company that
provides corporate secretarial services. Mrs. Tyldesley has
extensive experience across all sectors of the economy with
regulatory compliance in all Canadian jurisdictions and reporting
issuers listed on the Toronto Stock Exchange (TSX), the TSX Venture
Exchange (TSX-V), Canadian Securities Exchange (CSE) and the NEO
Exchange (NEO), as well as providing legal assistance and
secretarial services. Mrs. Tyldesley holds an Associate Diploma in
Business Legal Practice from Holmesglen College in Melbourne,
Australia. She currently serves as the Corporate Secretary and a
director of Nextech and Arway.
Andrew Chan – Chief
Financial Officer.
Mr. Chan has over 20
years of experience across finance, accounting, business analytics,
and strategy, focusing on the technology and financial services
sectors with half of his career serving high-growth, public
technology companies. After over a decade in public accounting
(including 9 years at Ernst & Young), Andrew moved into senior
finance positions with Real Matters Inc. (TSX: REAL) and goeasy
ltd. (TSX: GSY) – both offering technology solutions for the
financial services industry – where he was involved in several
financings, transactions and acquisitions with an aggregate value
of well over a billion dollars. Mr. Chan has successfully
integrated and led finance-related functional groups including
treasury and banking, corporate reporting and budgeting and was
instrumental in forging strong relationships with business unit
leaders to enable successful revenue forecasting and delivery. He
currently serves as the Chief Financial Officer of Nextech and
Arway. Mr.
Chan is a Chartered
Public Accountant (CPA,CA) and also holds a Bachelor of Commerce
degree specializing in accounting and finance from the University
of Toronto.
Jeff
Dawley – Director.
Mr. Dawley is President
and Co-Founder of Cybersecurity Compliance Corp., a cybersecurity
company, and previously served as the Principal and Chief Financial
Officer of BridgePoint Financial Group, a litigation finance group
of companies. Mr. Dawley currently serves as a director of each of
Nextech and Arway.
The Arrangement is
subject to court and shareholder approval of the Arrangement, and
standard closing conditions. The Arrangement cannot close until the
required shareholder and court approval is obtained. There can be
no assurance that the Arrangement will be completed as proposed, or
at all. Further details about the proposed Arrangement will be
provided in a disclosure document to be prepared and filed in
connection therewith. Investors are cautioned that, except as
disclosed in the disclosure document to be prepared in connection
with the Arrangement, any information released or received with
respect to the foregoing matters may not be accurate or complete
and should not be relied upon.
Nextech issued an
aggregate of 575,000 common shares to SRAX, Inc. in settlement of
indebtedness at a deemed price of Cdn $0.79 per share.
About
Toggle3D
Launched in September,
Toggle3D is an AR enhanced standalone web application which enables
product designers, 3D artists, marketing professionals and
eCommerce site owners to create, customize and publish high-quality
3D models and experiences without any technical or 3D design
knowledge required. The Company believes that Toggle3D is the first
platform of its kind, and this break-through SaaS product is a
potential game changer for the manufacturing and design industry,
as it provides a viable solution to convert large CAD files into
lightweight 3D models at affordable prices and at scale. According
to BIS Research, the CAD market, quantified by the amount spent on
the creation of CAD files, is projected to reach $11 Billion
dollars by 2023.
Top Three Competitive Advantages of Toggle 3D Versus 3D Legacy
Software Generating
$11 Billion In Revenue
-
NO Learning Curve:
What makes Toggle3D
different from the legacy 3D design software is its ease-of-use and
democratization of 3D design. The goal is for anyone with no prior
technical or 3D design experience to be able to hop into the
platform and create a high-quality 3D visual in minutes. This is
unlike legacy 3D modeling systems, that require months to truly
feel comfortable with. Users would first be required to learn and
understand the industry lingo, learn what the tools do and then
learn how to use them in the legacy software. Meanwhile, we have
streamlined this process in Toggle3D by "humanizing" 3D design
terminology, creating templates to guide creation and simplifying
the tools using machine learning to transfer the complexity out of
the user experience into the backend platform, and instead allow
more room for creativity.
-
Web-based:
Toggle3D is a web-based
design studio which means the user can access everything on the
browser and start designing instantly. No desktop downloads
involved, no updates to keep track of, and no system requirements
to worry about. All the templates are organized into project panels
that a user can access anywhere and seamlessly navigate between.
This is different from how legacy software were built back in the
day with the software package being broken out into multiple
desktop apps that would require the user to understand system
compatibility, download, sync, and learn
independently.
-
Collaboration:
Toggle3D will allow
advanced, in-app collaboration. These new sets of features will
allow multiple users to work at the same time and on the same
project resulting in quick feedback and decision making
cross-department, and team. These tools will allow businesses to
adopt 3D organization-wide and unlock the power of group iteration.
Users could set up workflows, permissions, and version history to
keep up with real-time design changes. These advanced collaboration
cycles are harder to set up in desktop apps and may sometimes
slowdown or isolate the design workflow.
About
Nextech AR Solutions
Nextech AR Solutions
(OTCQX:
NEXCF) (CSE:
NTAR) (FSE: EP2) is a diversified augmented reality, AI
technology Company that leverages proprietary artificial
intelligence (AI) to create 3D experiences for the metaverse. Its
main businesses are creating 3D WebAR photorealistic models for the
Prime Ecommerce Marketplace as well as many other online retailers.
The Company develops or acquires what it believes are disruptive
technologies and once commercialized, spins them out as stand-alone
public companies issuing a stock distribution to shareholders while
retaining a significant ownership stake in the public spin-out. On
October 26, 2022, Nextech spun out its spatial computing platform,
"ARway'' as a stand alone public company. Nextech retained a
control ownership in ARway Corp. with 13 million shares, or a 50%
stake, and distributed 4 million shares to Nextech shareholders.
ARway is currently listed on the Canadian Securities Exchange
(CSE:ARWY),
in the USA on the (OTC:
ARWYF) and internationally on the Frankfurt Stock Exchange
(FSE: E65). ARway Corp. is disrupting the augmented reality
wayfinding market with a no-code, no beacon spatial computing
platform enabled by visual marker tracking. To learn more about
ARway, visit https://www.arway.ai/
For further information,
please contact:
Investor Relations
Contact
Lindsay Betts
investor.relations@Nextechar.com
866-ARITIZE (274-8493)
Ext 7201
Nextech AR
Solutions Corp.
Evan
Gappelberg
CEO and
Director
866-ARITIZE
(274-8493)
Cautionary
Statements
The CSE
has not reviewed and does not accept responsibility for the
adequacy or accuracy of this release. This press release contains
forward-looking information based on current expectations.
Statements about the closing of the Arrangement and Private
Placement, expected terms and structure of the Arrangement and
Private Placement, the number of securities that may be issued in
connection with the Private Placement and the parties' ability to
satisfy closing conditions and receive necessary approvals, as well
as the prospective nature of the products of Nextech and Subco and
the potential growth of the associated markets on a going forward
basis, are all forward-looking information. These statements should
not be read as guarantees of future performance or results. Such
statements involve known and unknown risks, uncertainties and other
factors that may cause actual results, performance or achievements
to be materially different from those implied by such statements.
Although such statements are based on management's reasonable
assumptions, there can be no assurance that the Arrangement or
Private Placement will occur or that, if the Arrangement and/or
Private Placement does occur, it will be completed on the terms
described above. either Nextech nor Subco assumes any
responsibility to update or revise forward-looking information to
reflect new events or circumstances unless required by law. In the
event that insiders of Nextech receive any Subco Shares in
connection with the Arrangement and/or the Private Placement, it
may be deemed to be a "related party transaction" within the
meaning of Multilateral Instrument 61-101 Protection of Minority
Security Holders in Special Transactions ("MI 61- 101"). The
Company will provide further details of the applicability of MI
61-101 and any requisite additional details in due course, as
applicable.