Core Viewpoint - Visionary Holdings Inc. has entered into a securities purchase agreement with an existing institutional investor, issuing a senior secured convertible promissory note for $500,000, resulting in gross proceeds of $450,000 [1]. Group 1: Securities Issuance - In December 2025, the Company issued a senior secured convertible promissory note (the "December 2025 Note") to an institutional investor [1]. - The December 2025 Note is part of a separate securities purchase agreement and features updated economic and conversion terms compared to a previous note issued in January 2025 [2]. - The January 2025 Note had a principal amount of $1,500,000 and was issued under a different agreement [2]. Group 2: Financial Terms - The December 2025 Note requires repayment of all outstanding principal, accrued interest, and applicable charges by December 11, 2026, with interest accruing at the greater of the prime rate plus 4.5% per annum or 9% per annum, payable semi-annually starting June 11, 2026 [3]. - In the event of default, the interest rate on the December 2025 Note increases to 18% per annum [3]. Group 3: Conversion Terms - The December 2025 Note is convertible at the investor's option into shares of the Company's common stock at a conversion price of $1.44 per share, subject to customary adjustments [4]. - In contrast, the January 2025 Note had a conversion price of $2.25 per share and became convertible only after a specified "Initial Conversion Date" [5]. - The Company believes the updated conversion mechanics and pricing terms are the principal material changes between the two notes [5]. Group 4: Company Overview - Visionary Holdings Inc. is a technology-driven multinational enterprise focused on innovative education, AI applications, and high-tech healthcare solutions, headquartered in Toronto, Canada [7].