NextGen Food Robotics Announces Agreement for Sale of Commissary Business

Rhea-AI Summary

NextGen Food Robotics (NGRBF) has entered into a definitive asset purchase agreement to sell its entire commissary kitchen business to 1310393 B.C. Ltd. for $100,000 in cash. The transaction, dated July 9, 2025, includes the sale of all tangible and intangible assets, the "Holy Cow" brand, equipment, furniture, and fixtures from three commissary facilities.

The deal also involves the transfer of facility leases and associated security deposits, along with all contracts with existing commissary members. The transaction requires shareholder approval at a special meeting scheduled for August 8, 2025, as it represents a sale of substantially all company assets.

Positive

• Clean exit from commissary business through all-cash transaction
• Additional proceeds from security deposits of commissary facilities
• Transaction conducted at arm's length, ensuring fair market negotiations

Negative

• Complete divestment of operational business segment
• Relatively small transaction value of only $100,000
• Company will have no remaining commissary operations post-sale

VANCOUVER, BC / ACCESS Newswire / July 11, 2025 / NextGen Food Robotics Corp. (the "Company" or "NextGen") is pleased to announce that it has entered into a definitive asset purchase agreement dated July 9, 2025 (the "APA") with 1310393 B.C. Ltd. (the "Purchaser"), pursuant to which the Company has agreed to sell to the Purchaser all of the assets relating to the Company's commissary kitchen business (the "Transaction").

Under the terms of the APA, the Purchaser has agreed to pay to the Company an aggregate purchase price of $100,000 in cash, which is payable on closing of the Transaction. The assets being sold under the APA include all tangible and intangible assets used in connection with the Company's commissary business; all rights, title and interest in and to the brand "Holy Cow"; all equipment, furniture, and fixtures located at the Company's three commissary facilities; the assumption by the Purchaser of the leases relating to such facilities; and all rights under contracts with existing commissary members and other counterparties relating to the Company's commissary business. In addition to the cash proceeds, the Purchaser will also pay to the Company, at closing, an amount equal to the security deposits for each of the leases of the Company's commissary facilities.

Following the completion of the Transaction, the Company will no longer be engaged in the commissary kitchen business and will have divested the "Holy Cow" brand and all associated intellectual property.

The Purchaser is an arm's length party to the Company. The purchase price and other terms of the Transaction were determined through arm's length negotiations between the parties. The Transaction is subject to shareholder approval under the Business Corporations Act (British Columbia), as it involves the sale of all or substantially all of the assets of the Company, and such approval is being sought at the Company's special meeting of shareholders being held on August 8, 2025. The Transaction is expected to close shortly following shareholder approval, subject to satisfaction of customary closing conditions.

About NextGen Food Robotics

Nextgen Food Robotics is a food manufacturing company that operates commissary kitchens in Vancouver. Additionally, Nextgen is developing the "Lily app", which is an AI-powered food application designed to provide personalized food recommendations and automated meal-planning.

ON BEHALF OF THE BOARD OF DIRECTORS

Paul Rivas, Chief Executive Officer
1 (236) 471-1357
privas@nextgenai.ca

Cautionary Note on Forward-Looking Information

This press release contains certain forward-looking statements within the meaning of applicable securities laws with respect to the Company. These forward-looking statements generally are identified by words such as "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," and similar expressions. Such forward-looking statements include statements regarding the terms of the Transaction; the anticipated timing for completion of the Transaction; the Company obtaining shareholder approval for the Transaction; and the Company's business following completion of the Transaction. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that they will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release. The forward-looking statements included in this news release are expressly qualified by this cautionary statement. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable laws.

SOURCE: NextGen Food Robotics Corp.

View the original press release on ACCESS Newswire

FAQ

What is the value of NextGen Food Robotics (NGRBF) commissary business sale?

NextGen Food Robotics is selling its commissary business for $100,000 in cash, plus additional proceeds from security deposits of the commissary facilities.

When will NGRBF shareholders vote on the commissary business sale?

NextGen Food Robotics shareholders will vote on the commissary business sale at a special meeting scheduled for August 8, 2025.

What assets are included in NextGen Food Robotics' commissary business sale?

The sale includes all tangible and intangible assets, the Holy Cow brand, equipment, furniture, fixtures from three commissary facilities, facility leases, and all contracts with existing commissary members.

Who is buying NextGen Food Robotics' commissary business?

1310393 B.C. Ltd., an arm's length party to NextGen Food Robotics, is purchasing the commissary business.

What will happen to NextGen Food Robotics after the commissary business sale?

After the sale, NextGen Food Robotics will no longer be engaged in the commissary kitchen business and will have divested the Holy Cow brand and all associated intellectual property.