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Visionary Holdings Inc. Secures $1.5M Convertible Note: Key Financial Insights

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Form 6-K
Filed on: 2025-02-11
Source
Visionary Holdings Inc. Secures $1.5M Convertible Note: Key Financial Insights

Here are the key points extracted from the financial report section of Visionary Holdings Inc. (Form 6-K):

General Information

  • Company Name: Visionary Holdings Inc.
  • Commission File Number: 001-41385
  • Report Date: February 11, 2025
  • Principal Executive Office Address: 105 Moatfield Dr. Unit 1003, Toronto, Ontario, Canada M3B 0A2

Material Definitive Agreement

  • Date of Agreement: January 31, 2025
  • Type of Financial Instrument: Convertible note
  • Principal Amount: $1,500,000
  • Buyer: Accredited investor, referred to as the "Buyer"
  • Sale Context: The note was issued as an "Additional Note" under a Securities Purchase Agreement (SPA) dated October 2, 2024.
  • Initial Note Issued: An initial note was sold to the same Buyer on October 2, 2024.

Financial Terms

  • Original Issue Discount: 10% (Buyer paid $1,350,000 after discount and fees).
  • Conversion Terms:
  • Convertible starting on July 2, 2025, or 20 trading days prior to any permitted securities sale.
  • Conversion price is the lower of $2.25 or 85% of the lowest trading price over the preceding 15 trading days.
  • Conversion limited to prevent ownership exceeding 9.99% of the total issued shares.

Maturity and Interest

  • Maturity Date: January 31, 2026.
  • Interest Rate: Greater of (i) prime rate + 4.5% or (ii) 9% per annum.

Priority and Redemption

  • Debt Ranking: Senior to existing and future indebtedness, subject to permitted senior debts.
  • Redemption Rights: Company may redeem the full balance at a 20% premium based on certain conditions.

Registration Requirement

  • The Company must file a registration statement by April 30, 2025, to allow resale of shares issuable upon conversion of the note.

Summary

This report indicates that Visionary Holdings Inc. secured $1.5 million through a convertible note, which carries specific terms for conversion into common shares and is subject to senior debt status. The financial arrangement involves a significant discount and premium terms for redemption, highlighting both the immediate cash inflow and potential dilution for existing shareholders.