REG - Substrate Artificial - Issue of Convertible Bonds and Warrants

Substrate Artificial Inteligence SAAnnouncement

10/11/2023 11:00

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RNS Number : 1042T  Substrate Artificial Inteligence,SA  10 November 2023

 

 

10 November 2023

 

SUBSTRATE ARTIFICIAL INTELIGENCE SOCIEDAD ANONIMA

("Substrate AI" or the "Company")

 

Issue of Convertible Bonds and Warrants

 

Substrate AI (AQUIS: SAI.B) announces its twelfth issuance of 50 Bonds
convertible into class A shares of the Company for an aggregate nominal amount
of €500,000 (the "Convertible Bonds (October 2023)"), as well as the
issuance of 384,615 warrants (the "Warrants T12"), with Global Corporate
Finance Opportunities 15 ("GCFO15" or the "Investor") being the sole recipient
of such securities.

 

This issuance relates to the investment agreement dated 15 June 2022 (the
"Investment Agreement") entered into with GCFO15, a financial vehicle managed
by Alpha Blue Ocean ("ABO"), by which the Investor committed to providing a
facility of up to €20,000,000 to the Company (the "Commitment"), by
subscribing to interest-free mandatory convertible bonds (obligaciones
convertibles en acciones), each with a par value of €10,000 and with a
duration of 12 months from their respective date of issuance (each, a
"Convertible Bond"). By means of the Investment Agreement, the Investor
undertook the Commitment in 39 sequential tranches (each, a "Tranche"), with
an aggregate nominal value of (i) €1,000,000 for the first Tranche and (ii)
€ 500,000 for the following 38 Tranches. The conversion price of each
Convertible Bond is the higher of (i) the theoretical conversion price and
(ii) the nominal value of the class A share. The theoretical conversion price
means 95% of the lowest closing volume weighted average price of the class A
shares on the BME Growth Market as published by Bloomberg (the "Daily VWAP"),
during the period of five (5) consecutive trading days expiring on the trading
day immediately preceding the conversion date. The conversion price will be
determined by rounding down to the nearest 1/100th.

 

Following this issuance, The Company has issued 580 Convertible Bonds under
the Investment Agreement.

 

 On 17 May 2023, the Extraordinary General Meeting of Shareholders passed the
resolution to delegate to the Board of Directors the power to issue
convertible bonds into shares of the Company for a maximum nominal amount of
€17,200,000, as well as to increase the share capital as necessary to cover
the conversion of said bonds.

 

Under the Investment Agreement, the Company also approved a warrant program
through which GCFO15 can acquire up to a number of shares equivalent to 20% of
the nominal value of each Tranche. The warrants are exercisable within a
period of 3 years and the exercise price is equal to:

(i) with respect to Warrants issued in relation to the first Tranche, the
lowest of both:

- EUR 4.12; and

- 120% of the lowest closing VWAP of the ten (10) trading days immediately
preceding the date of signing of the Investment Agreement;

(ii) with respect to Warrants issued in relation to each subsequent Tranche,
120% of the lowest Daily VWAP over the ten 10 trading Days' period immediately
preceding the date the drawdown notice to issue a new subsequent Tranche is
deemed sent.

The Directors of the Company accept responsibility for the contents of the
announcement.

For further information, please contact:

 Substrate AI
 Lorenzo Serratosa                 info@substrate.ai (mailto:info@substrate.ai)

 Chairman
 First Sentinel Corporate Finance

 Corporate Advisors
 Brian Stockbridge                 +44 (0) 7858 888 007

 

About Substrate AI: Substrate AI is an artificial intelligence company based
in Spain that creates, buys and scales companies around AI in diverse sectors
such as fintech, agritech, energy, human resources, or health. All of them
sell products and services built on the bio-inspired reinforced learning
technology developed and patented by Substrate AI.

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