NFiniTi inc. secures $1 million convertible note

Published 23/05/2025, 20:36
NFiniTi inc. secures $1 million convertible note

NFiniTi inc., a $129.4 million market cap company specializing in oil and gas field exploration services, announced on Monday that it has entered into a material definitive agreement by issuing a Convertible Promissory Note to RH2 Equity Partners. According to InvestingPro data, the company’s stock has declined 5% year-to-date, reflecting ongoing operational challenges. The note, with a principal amount of $1 million, was issued on May 20, 2025, and carries an interest rate of 15% per annum, maturing on May 20, 2026.

The agreement allows RH2 Equity Partners to convert the outstanding principal and accrued interest into shares of NFiniTi’s common stock at a price equivalent to 75% of the common stock’s lowest average daily trading price over the 30 days prior to the conversion date. This conversion is subject to a Beneficial Ownership Limitation of 4.99%, which can be raised to 9.99% with prior notice.

NFiniTi inc. has committed to filing a registration statement to facilitate the conversion of the note into shares and to ensure a sufficient number of shares are reserved for this purpose. The company has also agreed to certain covenants, including maintaining its corporate existence and SEC reporting requirements, as well as granting a right of first refusal to RH2 Equity Partners for future debt or equity offerings for a period of 12 months.

In case of a default, the note will become immediately due and the interest rate will increase to 18% per annum. The issuance of this note was made in reliance on exemptions from registration under the Securities Act of 1933. As NFiniTi inc. is currently classified as a "shell company," the availability of Rule 144 for the resale of shares issuable upon conversion is subject to specific conditions.

This financial move is based on a press release statement and is aimed at providing the company with additional capital. The details of the note are outlined in the Exhibit 10.3 of the Current Report on Form 8-K filed with the SEC. InvestingPro analysis reveals concerning fundamentals, including weak gross profit margins and poor free cash flow yield. The company maintains a Fair financial health score of 2.34, suggesting potential risks that investors should monitor. For detailed financial analysis and additional insights, subscribers can access more than 10 exclusive ProTips on the InvestingPro platform.

In other recent news, Value Exchange International has been delisted from the OTCQB marketplace and moved to the OTC Pink Limited Information marketplace due to its failure to file the annual Form 10-K for the year ended December 31, 2024, within the required timeframe. The company intends to reapply for listing on the OTCQB by filing the necessary periodic reports with the SEC. SafeSpace Global Corporation, formerly known as Healthcare Integrated Technologies Inc., announced a corporate rebranding, reflecting its strategic shift toward AI technology. The company’s name change to SafeSpace Global Corporation was approved and filed, and its common stock continues to trade under a new ticker symbol on the OTC Pink Market.

Additionally, 37 Capital Inc. has filed its annual report with the SEC, providing a detailed overview of its financial performance for the fiscal year ending December 31, 2024. The report includes audited financial statements and certifications from its CEO and CFO. In a strategic acquisition, TurnKey Capital has acquired technology assets from Aedan Looking Glass Inc., valued at $1,482,000. This transaction led to a change in management, with new officers and directors appointed following the acquisition. The acquisition aligns with TurnKey Capital’s strategic goals, as confirmed by a legal opinion filed with the SEC.

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