Ann: Issuance of Convertible Notes & Warrants for up to $46m, page-60

Perhaps because they're lenders and not investors, and the convertible note will be on the books for 5 years.
The people that have been "inadvertently" saying credit raise rather than capital raise were actually correct. The company is raising capital by way of a "debt" issue.

Senior unsecured zero-coupon convertible notes with a 5-year maturity are a type of debt instrument that combines several features:

• Senior Unsecured: These notes have priority over other unsecured debt in case of bankruptcy, but they are not backed by any specific collateral.
• Zero-Coupon: These notes are issued at a discount and do not pay periodic interest. Instead, they are redeemed at their face value at maturity
• Convertible: These notes can be converted into a predetermined number of shares of the issuing company's stock at a specified conversion rate.

Key Points:

• No Interest Payments: Since they are zero-coupon, investors do not receive interest payments during the life of the note.
• Conversion Option: Investors have the option to convert their notes into equity, which can be beneficial if the company's stock performs well.
• Priority in Bankruptcy: As senior debt, these notes have a higher claim on assets than subordinated debt in the event of bankruptcy.
• Maturity: The notes will mature in 5 years, at which point the principal amount is paid to the investor unless converted earlier.

Here are some key points about the Convertible Notes:

Amortization Schedule: Starting 6 months after the issue date, the Convertible Notes will be amortized in equal semi-annual instalments, referred to as "Redemption Amounts".

Settlement Options: The Company has the option to settle these Redemption Amounts in either cash or shares, subject to certain conditions and the Noteholder's right to defer.

Cash Payment: If the Company opts to pay in cash, it will pay an amount equal to 110% of the Redemption Amount due on that date.

Share Repayment: If the Company opts to repay in shares, the number of shares will be calculated by dividing the Redemption Amount by the then applicable adjusted conversion price.

Noteholder's Right to Defer: The Noteholder has the right to defer some or all of the Redemption Amount to a subsequent redemption date, which will be added to a subsequent Redemption Amount.

This arrangement provides flexibility for both the Company and the Noteholder, allowing for either cash or share settlements and accommodating the Noteholder's preference to defer payments if desired.

So, every six months IMU pays back the lender $2.2 million as a redemption amount (i.e. loan repayment) or $2 million dollars in shares at the applicable conversion price, equal to a 25% premium to Imugene’s last closing price on 20 December 2024, but potentially up to 50% lower if the share price is lower at any of the six-month marks if/when shares are issued. So, each issuance would be $2 million worth issued somewhere between $0.0475 (upper limit) and $0.019 (lower limit).

Also this:

Bear in mind each note is worth $100k and a maximum of five notes can be converted in this manner

Then there's the ("free") warrants exercisable at $0.0494, which are really where the lender makes their money if the SP goes up significantly.

So, overall, this is a lot less dilution than I was expecting. The convertible notes are paid back over 5 years and can (almost all depending on the circumstances) be paid back in cash if something occurs which results in the company having cash to pay the notes back. I feel like this is more of a bridging loan to fund the trials through until a significant inflection point (whether that be success or failure, licencing agreement or take over), however it might simply have been the best-looking option on the table.

p.s. I highly recommend people review the announcement themselves and if anything doesn't make sense or is something you're not familiar with then do some research to better your understanding. I certainly did because I wasn't overly familiar with the concept of convertible notes. (I already knew warrants were a USA equivalent of options.)