Core Points - Universal Digital Inc. has announced a financing agreement to issue up to $50 million in senior secured convertible debentures to Helena Global Investment Opportunities 1 Ltd. [1][2] - The funds will be primarily used to enhance the company's Bitcoin treasury holdings and support future digital asset initiatives [1][2]. Financing Structure - The financing will occur in up to fourteen tranches, starting with an initial tranche of approximately $3.34 million, followed by twelve tranches of about $3.64 million each, and a final tranche of approximately $3.03 million [1][2]. - The first tranche is expected to close around October 31, 2025, with subsequent tranches closing on mutually agreed dates [1]. Terms of Convertible Debentures - The convertible debentures will have a one-year term and bear an interest rate of 17.5% per annum, with interest paid in cash upon closing of the first tranche [2]. - They can be converted into common shares at Helena's option, with a conversion price equal to 100% of the closing price of the common shares on the trading day before the conversion notice, subject to a minimum price of $0.05 [2]. Use of Proceeds - The company is required to allocate 80% of the net proceeds from each tranche for purchasing Bitcoin, while the remaining 20% can be used for general working capital [6]. Warrants Issuance - Along with each tranche, the company will issue warrants to Helena, allowing the purchase of common shares equal to up to 25% of the subscription amount for each tranche, exercisable for three years [3]. Restrictions on Ownership - The conversion and subscription for additional debentures are restricted if it would result in Helena owning more than 9.9% of the common shares outstanding [5]. Company Overview - Universal Digital Inc. focuses on digital assets and aims to provide long-term capital growth through a diversified investment approach, particularly in blockchain and cryptocurrencies [10].
Universal Digital Announces Financing of up to $50 Million Aggregate Principal Amount of Convertible Debentures