Syntheia Corp. (CSE: SYAI), a Toronto-based conversational AI company, has entered into a definitive asset purchase agreement dated September 9, 2026, to sell its call centre assets to Beyond the Call Inc., a company owned and controlled by Syntheia's current President. The transaction requires minority shareholder approval under Multilateral Instrument 61-101 given its related-party nature. Separately, Syntheia announced a shares-for-debt settlement totalling $53,680. Investors may be watching both developments closely given their potential impact on the company's cost structure and share count.

Key Points

  • Syntheia Corp. (CSE: SYAI) is a Toronto-based conversational AI solutions provider
  • Definitive agreement signed September 9, 2026 to sell call centre assets to Beyond the Call Inc., owned by the Company's President
  • Consideration includes cancellation of 10,000,000 shares (valued at approximately $150,000), a 40% resale participation right for one year, and release from consulting obligations; closing targeted on or before December 31, 2026
  • Minority shareholder approval required; debt settlement of $53,680 via 2,147,200 shares at $0.025 per share also announced

Call Centre Asset Sale Terms and Related-Party Disclosure

The Definitive Agreement provides that Syntheia will transfer employees and customers constituting its call centre assets to Beyond the Call Inc. in exchange for the cancellation of 10,000,000 common shares currently held by the President, a resale participation right entitling Syntheia to 40% of any proceeds if the assets are resold within one year of closing, and the termination of all consulting agreements with the President. Because the Purchaser is owned and controlled by Imran Butt, Syntheia's President and a director, the transaction is classified as a related-party transaction under MI 61-101, requiring minority shareholder approval at a special meeting to be scheduled.

Expected Financial Impact of Divesting Call Centre Operations

The release states that the call centre assets currently represent approximately 33% of the Company's net loss. If the Proposed Transaction closes, Syntheia discloses it expects revenues to be reduced to nil from these assets, annual expenses to decrease by approximately $2.2 million, and the write-off of $5.8 million in assets alongside the elimination of $4.8 million in liabilities. The independent members of Syntheia's board have approved the Definitive Agreement, and further details will be included in a management information circular to be mailed to shareholders ahead of the special meeting.

Syntheia's $53,680 Debt Settlement via Share Issuance

Alongside the asset sale announcement, Syntheia disclosed it intends to settle $53,680 of indebtedness owed to an arm's-length creditor by issuing 2,147,200 common shares at a deemed price of $0.025 per share. The Debt Settlement remains subject to all necessary corporate and regulatory approvals, including approval from the Canadian Securities Exchange. Common shares issued under this arrangement will be subject to a four-month hold period. The immediate share price impact of these combined announcements was not clear from available public information.