@Tekvest and anyone else still here.... I was just checking the contract and it says TIGA Trading Pty Ltd and Perea Capital Partners will be paying the same price as Motive for their shares as the early trigger conversion has occurred so yes a dilution but it will be at the same price Motive is paying which is $0.2USD. i've highlighted some sections below.
Conversion mechanics on an Early Conversion Trigger There are two triggers that could cause the early, automatic conversion of all existing Convertible Notes into ordinary shares in the Company prior to the Maturity Date. These are: (i) a “Qualified Financing Trigger” (which, in broad terms, is a capital raising); and (ii) an “M&A Transaction Trigger” (which, subject to certain exclusions, mean a merger or an acquisition transaction), (together, Early Conversion Triggers). In these scenarios, both the conversion mechanism and the conversion price for the Convertible Notes is linked to, and based on, the agreed third-party transactions terms, being either the issue price and class of securities for a capital raising (the Qualified Financing Trigger) or the price per ordinary share for an M&A transaction (the M&A Transaction Trigger). A summary of the conversion mechanic in the event of an Early Conversion Trigger is set out in Annexure 1.
This is under Annexure 1
(d) (Early conversion of Convertible Notes before 12-month anniversary) There are two events that would trigger the early, automatic conversion of all existing Convertible Notes prior to the Maturity Date: (i) a “Qualified Financing Trigger” (see paragraph (f) below); and (ii) an “M&A Transaction” trigger (see paragraph (g) below), (together, Early Conversion Triggers). These triggers, if they occur, result in the application of a different conversion price than that which applies on automatic conversion on the Maturity Date in accordance with paragraph (d) above. (e) (Qualified Financing Trigger) A Qualified Financing Trigger is the consummation of a transaction, or series of related transactions, in which the Company issues shares of the Company (excluding any issuance of shares to Directors or employees of the Company pursuant to an employee incentive plan, the issuance of shares for nil subscription price or the any issuance of shares for a purpose other than a fund-raising purpose) (Qualified Financing). 22 If a Qualified Financing Trigger occurs at any time prior to the Maturity Date then, upon the closing of the relevant Qualified Financing transaction, all existing Convertible Notes are automatically converted on the following basis: (i) if the Qualified Financing is for an aggregate investment amount of less than US$20,000,000, the Note Amounts (plus any accrued and unpaid Interest on the Note Amounts) shall automatically convert into shares of the Company of the same class and at a 20% discount to the price issued to the investor(s) in the Qualified Financing transaction;11 or (ii) if the Qualified Financing is for an aggregate investment amount of at least US$20,000,000, the Note Amounts (plus any accrued and unpaid Interest on the Note Amounts) shall automatically convert into shares of the Company of the same class and at the same price issued to the investor(s) in the Qualified Financing transaction.12 In the event that a Qualified Financing Trigger occurs at any time prior to the issue of the Tranche 2 Convertible Notes or the Tranche 3 Convertible Notes, and if the Company exercises its discretion to call on the Tranche 2 Note Amount or Tranche 3 Note Amount, then the Tranche 2 Convertible Notes and Tranche 3 Convertible Notes will be automatically converted such that they will be issued as shares of the Company of the same class issued to the investor(s) in such Qualified Financing on the following basis: (i) if the Qualified Financing is for an aggregate investment amount of less than US$20,000,000, at a 20% discount to the price per share in which such shares are then issued;13 or (ii) if the Qualified Financing is for an aggregate investment amount of at least US$20,000,000, at the same price per share in which such shares are then issued
SPT Price at posting:
4.5¢ Sentiment: Hold Disclosure: Held