Universal Digital ends $3.3-million (U.S.) debenture

Executive Summary

• Universal Digital Inc. has terminated its $3.3 million senior secured convertible debenture financing with Helena Global Investment Opportunities 1 Ltd., effectively extinguishing the debt obligation.
• The transaction simplifies the company's capital structure by eliminating all conversion rights, warrants, and future funding obligations associated with the original debenture.
• As part of the settlement, the company issued a new $300,000 non-convertible promissory note to Helena, secured by equity in ReYuu Japan Inc., while Helena retains assets from a previously held custodial account.

Key Details

• Termination Agreement: Entered into on Jan. 27, 2026, with Helena Global Investment Opportunities 1 Ltd., terminating the subscription agreement dated Oct. 24, 2025.
• Extinguished Debt: The original senior secured convertible debenture facility with an aggregate principal amount of $3,336,364 (U.S.) has been fully extinguished.
• New Instrument: Universal Digital issued a short-term, non-convertible promissory note to Helena in the principal amount of $300,000 (U.S.).
• Promissory Note Terms:
  • Interest rate: 6% per annum.
  • Maturity: Three months from the date of issuance.
  • Prepayment: Allowed at any time without penalty.
  • Security: Secured by a pledge of certain equity securities of ReYuu Japan Inc. held by the company.
• Collateral Release: Helena retains and keeps all assets previously held in the custodial account that secured the convertible debentures.
• Capital Structure Impact: The deal removes all derivative and security arrangements associated with the prior financing, resulting in a simplified capital structure with no remaining conversion rights or warrants.

Notable Quotes

• "This transaction resolves the company's outstanding convertible debenture financing and removes the associated conversion features. With the debenture extinguished, the company has simplified its capital structure and can continue to focus on executing its business strategy." — Chris Yeung, Chief Executive Officer