In May, ImagineAR proposed selling new units at half a cent each. On November 4, it agreed to issue 172.7 million shares and pre-paid warrants at one cent apiece to buy a small AI company. The seller’s chief executive is married to the buyer’s.
ImagineAR Agrees to Acquire s3iai for $1.73 Million in Shares and Warrants
ImagineAR Inc. (CSE: IP) disclosed on November 4 that it had entered into an agreement, dated November 2, to buy all of the issued and outstanding shares of s3iai Inc., a privately held Delaware company. The deemed purchase price is $1,727,468.16. ImagineAR would pay it with 68,891,154 common shares and 103,855,662 pre-paid warrants, each issued at $0.01. A pre-paid warrant is one whose price is treated as already paid, so it turns into a common share without further cash once its conditions are met; here that requires shareholder approval, and conversion must happen within three years.
s3iai sells what the industry calls agentic AI: software agents that act on business data instead of only reporting on it. According to the release, its agents can answer sales leads or dispatch field crews, with each client deciding which actions need a human to sign off. Energy is one of the markets it names.
No revenue figure was disclosed for either company.
The release says ImagineAR “entered into an agreement” but does not describe it as definitive or binding. Closing depends on CSE approval and on conditions precedent and third-party consents the release does not list. No finder’s fees are payable, and the new securities carry a hold period of four months and a day.
ImagineAR’s s3iai Deal Is a Related-Party Transaction
The chief executive of s3iai, who is also a shareholder, is the wife of Alen Silverrstieen, ImagineAR’s CEO and a director, according to the company. That makes the purchase a related-party transaction under Multilateral Instrument 61-101, the Canadian rule that normally requires an independent formal valuation and a vote of minority shareholders when insiders sit on both sides of a deal.
ImagineAR intends to rely on the instrument’s financial-hardship exemptions from both requirements. The board, which the release describes as mostly independent, made that determination. The company also told investors it will file its material change report less than 21 days before closing, pointing to an immediate need for financing tied to the acquisition. It did not say how much it needs or from whom.
One shareholder vote does remain. The 103.9 million pre-paid warrants cannot convert into common shares until a majority of minority shareholders approve, a contractual condition the company says applies because the deal is not a change of control under CSE policies.
ImagineAR Prices the s3iai Shares at Twice Its May Financing
One cent is double the price ImagineAR set six months ago. Its May 15 private placement sought up to $500,000 from as many as 100 million units at $0.005, each unit carrying a warrant exercisable at $0.05 for 36 months. The same release disclosed an agreement to issue 51,867,138 shares at a deemed $0.005 to settle $259,335 owed, including accrued interest, to two convertible debenture holders. Both were subject to CSE approval, and no closing announcement for the placement was identified in the sources reviewed.
The May release said the money would go mainly toward the Niantic patent litigation and toward integrating generative AI into the company’s AR platform.
Dilution is the plain consequence. If every pre-paid warrant converts, the s3iai deal alone adds 172,746,816 shares, on top of any shares issued under the May placement and debt settlement. No current outstanding share count was identified in the sources reviewed, so the issuance is not expressed here as a percentage.
ImagineAR’s AR Business Paused After Patent Ruling and Lost Contract
The deal follows a run of setbacks in ImagineAR’s original augmented reality (AR) business. On April 8, the company reported that the US District Court for the District of Delaware had granted Niantic, Inc.’s motion for judgment on the pleadings, a ruling made on the filings alone before any trial, finding four of ImagineAR’s asserted patents invalid. The court also denied ImagineAR’s motion to amend its complaint. ImagineAR said it would appeal to the Court of Appeals for the Federal Circuit, and director Gurdip Panaich resigned in the same release.
Two days later, ImagineAR suspended active operations of its AR platform, saying it would keep the platform in a ready state. On April 21 it withdrew its shares from the OTCQB, effective after the close on April 24, citing the cost of the dual listing against the level of US trading. The stock now trades on the CSE only. US investors should check with their broker on availability; the company said US holders can use international trading services or the over-the-counter pink sheets.
The Niagara Falls project is gone too. In December 2025, the owner of a planned $10 million immersive entertainment center terminated its agreements with ImagineAR’s FameDays subsidiary before installation work began, and ImagineAR said no obligations remained.
s3iai is not a new name at ImagineAR. The two companies signed a three-year SDK license in 2024 that ImagineAR valued at $203,397. In a February 2025 release issued after a British Columbia Securities Commission review, the company explained that figure was USD $150,000 over three years converted to Canadian dollars, and stated that no revenue had been recorded on it. The same release said interim statements for periods ended November 30, 2022, February 28, 2023 and May 31, 2023 would be amended and re-filed because revenue had been materially misstated.
ImagineAR’s auditor, Baker Tilly WM LLP, reported a material uncertainty about the company’s ability to continue as a going concern in its report on the fiscal year ended August 31, 2024. No more recent audited statements or cash runway figure were identified in the sources reviewed.
ImagineAR s3iai Closing Awaits CSE Approval and a Minority Vote
ImagineAR has not disclosed a closing date for the s3iai acquisition, which requires CSE approval. The company has said its material change report will be filed less than 21 days before closing. The 103,855,662 pre-paid warrants require a majority-of-the-minority shareholder vote before converting and must be exercised within three years of issuance. No hearing date for the Federal Circuit appeal in the Niantic case was identified in the sources reviewed.
Sources
- Newsfile: ImagineAR Announces Agreement to Acquire s3iai Inc., November 4, 2026
- Newsfile (CSE filing copy): ImagineAR Announces Non-Brokered Private Placement Financing, May 15, 2026
- Newsfile (CSE filing copy): ImagineAR Inc. Voluntarily Withdraws Common Shares from OTCQB Venture Market, April 21, 2026
- Newsfile: ImagineAR Provides Corporate Update, April 10, 2026
- Newsfile: ImagineAR Provides Update on Niantic Litigation Following Court Order, April 8, 2026
- Newsfile: ImagineAR Announces Termination of Agreements for Niagara Immersive Center Project, December 8, 2025
- Newsfile (CSE/SEDAR+ filing copy): ImagineAR Responds to Continuous Disclosure Review, February 7, 2025
- SEDAR+ (CSE filing copy): ImagineAR Inc. Consolidated Financial Statements, Years Ended August 31, 2024 and 2023, auditor’s report dated December 30, 2024
Editorial Disclosure
This article is based entirely on publicly available information, including ImagineAR’s own news releases distributed by Newsfile and financial statements filed on SEDAR+. The only security discussed is ImagineAR Inc. (CSE: IP). s3iai Inc. and Niantic, Inc. are private companies and have no listed securities. aktiego.com has not received any compensation from ImagineAR, s3iai, their management, investor relations representatives, or any third party. No staff member or principal of aktiego.com holds a position in this security at the time of publication.
The s3iai acquisition is a related-party transaction: s3iai’s CEO and shareholder is the spouse of ImagineAR’s CEO and director. ImagineAR has said it intends to rely on financial-hardship exemptions under MI 61-101 from the formal valuation and minority approval requirements, so no independent valuation of s3iai has been published. The release does not describe the agreement as definitive or binding, closing remains subject to CSE approval and unlisted conditions and consents, and no closing date has been disclosed. There is no assurance the transaction will close.
If completed and fully converted, the deal would add 172,746,816 ImagineAR shares, issued at $0.01; a separate May 2026 placement at $0.005 per unit and a debt settlement of 51,867,138 shares were also announced. No revenue was disclosed for s3iai, and the company has said it has an immediate need for financing without stating an amount. The auditor’s report on ImagineAR’s fiscal year ended August 31, 2024 identified a material uncertainty about its ability to continue as a going concern; no more recent cash runway was identified in the sources reviewed.
ImagineAR’s shares trade on the CSE only following its voluntary OTCQB withdrawal in April 2026; US investors should confirm with their broker whether and how the shares can be traded. In February 2025, following a British Columbia Securities Commission review, the company said it would re-file interim statements for three periods in fiscal 2022 and 2023 because revenue had been materially misstated. Four of its US patents were found invalid by a Delaware district court in April 2026; the company has said it will appeal, and that appeal is unresolved. This acquisition is separate from, and does not resolve, any of those matters. The CSE does not accept responsibility for the adequacy or accuracy of ImagineAR’s releases, per the company’s own standard disclosure.
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