Universal Digital Inc. Announces Extinguishment of $3.3 Million Convertible Debenture Financing and Issuance of Promissory Note

Executive Summary

• Universal Digital Inc. terminated its US$3,336,364 senior secured convertible debenture financing with Helena Global Investment Opportunities 1 Ltd., extinguishing all conversion rights, warrants and future funding obligations.
• The company issued a short‑term, non‑convertible promissory note for US$300,000 to settle the termination; the note bears 6% interest, matures in three months, and is secured by equity securities of ReYuu Japan Inc.
• The termination simplifies Universal Digital’s capital structure and removes associated derivative and security arrangements.

Key Details

• Termination Agreement Date: January 27 2026.
• Original Financing: Senior secured convertible debenture facility dated October 24 2025, total principal US$3,336,364.
• Effect of Termination: All conversion rights, warrants and future funding obligations under the debenture are extinguished; no remaining conversion features or outstanding warrants.
• Asset Transfer: Helena retains all assets held in the custodial account that previously secured the convertible debentures.
• New Promissory Note:
• Principal amount: US$300,000.
• Interest rate: 6% per annum.
• Maturity: three months from issuance (approx. April 2026).
• Prepayment: allowed at any time without penalty.
• Security: pledge of certain equity securities of ReYuu Japan Inc. held by Universal Digital.
• Capital Structure Impact: Removal of the convertible debenture eliminates potential dilution and simplifies financing obligations, allowing management to focus on business strategy execution.

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, CEO of Universal Digital.