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On 5 April 2024, the Board of Directors approved the issuance of unsecured convertible loan notes
totaling £2 million to a group of investors. The actual amount received by the Company was
£1,908,151. The Notes do not carry any interest, have no specified maturity date, and are unsecured
obligations of the Company.
Under the terms of the Notes, conversion into equity shares is triggered automatically upon the
Company completing a fundraising round in which gross proceeds of at least £2 million are received. In
such circumstances, the conversion price is set at the lower of the price per share in that fundraising
round or a pre-agreed conversion cap. In the event of a liquidation or exit, noteholders may elect to
either convert their Notes at the same pricing basis or receive repayment of the principal. If none of
these events occur, the majority of noteholders may require the Company to repay the Notes, extend
the term for the purposes of completing a next fundraising, or convert them into shares on equivalent
terms.
During the year, the Company completed a qualifying fundraising round that triggered automatic
conversion under the Notes. As a result, £337,000 of the Notes were converted into 15,645 ordinary
shares of £0.001 nominal value each. The conversion was effected at the applicable conversion price in
accordance with the terms of the Notes. No gain or loss was recognised on the extinguishment of the
liability.
As at 31 December 2024, convertible loan notes with a principal balance of £1,571,151 remained
outstanding. Management has assessed the classification of the remaining Notes in accordance with
FRS 102 1A, and determined that, given the absence of a fixed maturity date, interest, or unconditional
obligation to convert, the Notes are classified in full as a financial liability until settlement or conversion
occurs.
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