FortifAI has secured $5 million through a strategic placement to a single leading institutional fund manager, issuing 16,666,667 fully paid ordinary shares at $0.30 per share. The placement, completed under existing Listing Rule 7.1 capacity, is expected to settle on 26 February 2026 and will fund key development milestones, commercialisation activities, and general working capital.
FortifAI secures $5 million from leading institutional investor
The FortifAI $5M Strategic Placement (ASX: FTI) represents a high-conviction endorsement from one of Australia’s leading investment managers, who committed to the entire raise as the sole participant. This structure differs markedly from broader retail-driven capital raises, where funds are typically spread across multiple investors.
The Board has characterised the institutional backing as a strong validation of the company’s strategy and growth trajectory. By introducing a high-quality institutional shareholder aligned with long-term objectives, the placement strengthens the shareholder register while avoiding the administrative complexity of a more diluted capital raise.
The shares will be issued using the company’s existing Listing Rule 7.1 capacity, which permits ASX-listed entities to issue up to 15% of their share capital without shareholder approval. This mechanism allows FortifAI to deploy capital quickly without convening an extraordinary general meeting, a material advantage when timing is critical.
Settlement is scheduled for 26 February 2026, with the shares expected to rank equally with existing ordinary shares on issue.
What is a strategic placement and why it matters
A strategic placement refers to a capital raise structured to bring specific investors onto the register, often institutional fund managers or cornerstone investors with sector expertise. Unlike broad-scale placements open to multiple participants, strategic placements are typically negotiated directly with a single party or small group.
Listing Rule 7.1 capacity allows ASX-listed companies to issue new shares equal to 15% of their existing share capital within a 12-month period without requiring shareholder approval. This threshold resets annually at the company’s annual general meeting, providing management with flexibility to respond to opportunities or funding needs without convening special meetings.
Companies favour this structure for several reasons:
- Speed: No shareholder vote required, enabling faster execution
- Alignment: Introduces sophisticated, long-term oriented investors
- Reduced dilution complexity: Avoids retail participation mechanics such as share purchase plans or entitlement offers
For FortifAI, the placement introduces an institutional shareholder without triggering the administrative burden of a broader capital raise. The single-investor structure also signals concentrated conviction in the company’s direction, rather than opportunistic participation from multiple parties seeking short-term exposure.
Funds earmarked for development milestones and commercialisation
The $5 million raised will be allocated across three stated priorities:
- Advancing key development milestones
- Driving commercialisation activities
- General working capital
FortifAI operates across two core business lines: the Nol8 AI Data Plane Technology and the Mighty Kingdom Games Studio. Nol8 is positioned as a foundational AI infrastructure platform for the era of autonomous agents. The technology combines neural-network-based algorithms with FPGA (Field-Programmable Gate Array) hardware acceleration, targeting speed, efficiency, and scalability for demanding AI environments.
The company has not disclosed specific milestones or timelines for deployment of the funds beyond the settlement date. However, the capital injection provides runway to execute on development priorities without immediate pressure for follow-on funding.
| Placement Term | Detail |
|---|---|
| Amount Raised | $5,000,000 |
| Issue Price | $0.30 per share |
| Shares Issued | 16,666,667 |
| Settlement Date | 26 February 2026 |
Placement costs and structure
FortifAI appointed 708 Capital and Sandton Capital Advisory as joint lead managers for the placement. The fee structure comprises a 2% management fee and a 4% selling fee, totalling 6% of gross proceeds. These fees may be taken in shares rather than cash, a common arrangement in small-cap placements that preserves liquidity while compensating advisers.
A 6% total fee sits within standard market ranges for placements of this size and structure. The arrangement does not present material dilution concerns beyond the placement itself.
What this means for FortifAI shareholders
The placement strengthens the balance sheet ahead of commercialisation activity and introduces a sophisticated institutional shareholder to the register. The Board’s characterisation of the investor as one of Australia’s leading investment managers suggests a credible, long-term oriented participant with sector expertise and alignment with the company’s strategic direction.
The capital raise provides FortifAI with runway to execute on development milestones without immediate pressure for follow-on funding. However, the announcement does not detail specific commercialisation timelines, product launch schedules, or revenue targets, limiting the ability to assess near-term catalysts.
FortifAI remains positioned as an AI infrastructure company targeting efficiency and expansion opportunities in technology. The dual focus on Nol8’s foundational AI Data Plane and Mighty Kingdom’s games portfolio reflects a diversified approach to revenue generation, though the relative priority of each business line in the capital allocation remains unstated.
The placement provides financial capacity to advance the business while introducing institutional backing that may enhance credibility with future partners, customers, or investors.
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