Light AI Announces Closing of C$5,000,000 Secured Convertible Debenture Unit Financing

Executive Summary

• Light AI Inc. closed a $5,000,000 CAD private placement of secured convertible debenture units with MV Capital LP.
• The financing consists of 5,000 units priced at $1,000 each, comprising 12% secured convertible debentures maturing in 24 months and warrants exercisable at $0.25 per share for 36 months.
• Proceeds will fund general working capital, ISO 13485/QMS audit completion, and Health Canada registration submission, with MV Capital LP receiving pro rata participation rights and a board nomination right.

Key Details

• Gross Proceeds: $5,000,000 CAD
• Units Issued: 5,000 units at $1,000 per unit
• Debenture Structure: 12.0% interest, compounded quarterly; 24-month maturity date; convertible at $0.125 per share; secured by all present and after-acquired property/assets; interest payable in cash, shares, or combination (subject to Cboe Canada approval)
• Warrant Terms: 8,000 warrants per unit (40,000 total); 36-month exercise period from closing; $0.25 exercise price per share; subject to adjustment
• Ownership Cap: Investor capped at 19.9% of issued/outstanding shares without shareholder/Exchange approval
• Hold Period: 4 months and 1 day statutory hold on all debentures, warrants, conversion shares, and warrant shares per Canadian securities laws
• Use of Proceeds: General working capital, ISO 13485/QMS audit completion, and Health Canada registration submission
• Investor Rights Agreement: Grants MV Capital LP pro rata participation in future financings and the right to nominate one board member; terminates on earlier of (i) takeover/M&A transaction, or (ii) later of (A) investor holding <10% equity or (B) debenture principal < $250,000
• Investor: MV Capital LP