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Micropolis Holding Co (NASDAQ:MCHC) announced that on August 21, it entered into a Securities Purchase Agreement with Streeterville Capital, LLC. Under the agreement, Micropolis received $5 million in exchange for issuing a convertible promissory note with a principal amount of $5.43 million and a warrant to purchase up to 5 million ordinary shares.
The convertible note carries an annual interest rate of 8%, calculated on a 360-day year with daily compounding, and is set to mature on October 21, 2026. The note can be converted into ordinary shares at the option of the investor, subject to the terms of the agreement.
If a registration statement covering the resale of the conversion shares and warrant shares is not declared effective by the U.S. Securities and Exchange Commission within 90 days of August 21, the outstanding balance of the note will increase by 1% on the 90th day and by an additional 1% for each subsequent 30-day period, up to six months from the issue date, if the registration statement remains ineffective.
The warrant allows Streeterville Capital to purchase up to 5 million ordinary shares at any time from the earlier of the registration statement becoming effective or February 21, 2026, until the expiration date specified in the warrant. If the registration statement is not effective by February 21, 2026, the investor may elect a cashless exercise of the warrant during the exercise period.
Micropolis is required to file a Form F-1 Registration Statement with the SEC within 30 days of August 21 to register at least 7.1 million ordinary shares for resale by the investor.
Additionally, Micropolis Digital Development FZ-LLC, a subsidiary of Micropolis, entered into a guaranty agreement on August 21, unconditionally guaranteeing payment and performance of all obligations under the note and related documents.
The securities were sold in a private placement to an accredited investor and are subject to exemptions from registration under U.S. securities laws.
This information is based on a press release statement and a filing with the Securities and Exchange Commission.
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