@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 TriggerThere 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.12In 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
