ConvertibleActiveBTC
10% Convertible Notes due 2027
IPW-Dec27
$3.85▼ 9.84%
BTC Holdings
15.1 BTC
Total Debt
$6.69M
Leverage
538.8%
mNAV
2.30x
Outstanding
$6.69M
Issue date
2025-12-22
Principal
$30.00M
Coupon
10.00%
Maturity
2027-12-23
Conversion price
$73.04
ITM Status
OTM (-94.7%)
- Conversion price appears adjustable; initial stated price $17.70, XBRL reports $9.13 as of Dec 31 2025, May 19 2026 additional $3M tranche fixed at $1.03 (120% of May 18 close)
- $12M drawn from $30M total facility as of May 19 2026
- Floor price reduced from $2.27/share to $0.22/share on Apr 17 2026 (per S-1MEF; 21,870,923 additional shares registered)
Terms & Documentation
Terms
- BTC strategy
- Yes
- Ranking
- Senior secured
- Settlement
- Shares
- Payment frequency
- Monthly
- Payment dates
- 1
- Rate type
- Fixed
- Call provision
- Redeemable at Company's option at 110% of Conversion Amount (115% during Event of Default period)
- Put provision
- Upon Event of Default at 115% of Conversion Amount; upon Change of Control at 110%; upon subsequent equity financing up to 20% of net proceeds at 110%; upon certain asset sales (if crypto collateral value < 150% of outstanding principal) up to 20% of net proceeds at 110%
- Use of proceeds
- Digital Asset Treasury (BTC + ETH), bridge loan repayment, and working capital; ~80% of subsequent tranches for digital assets
Participants
Holders & Underwriters(1)
- Form 8-K/A (convertible n…Digital Offering LLCunderwriteras of 2025-12-22Placement agent; received $394,800 in fees
Outstanding History
Outstanding history(6)
| As of | Event | Outstanding |
|---|---|---|
| 2026-05-19 | Issuance | $6.69M Additional Optional Closing — $3M new Series A at $1.03 conversion price; running total $3.69M (Apr 28 balance) + $3M = $6.69M. Net proceeds $2.82M (6% OID); proceeds committed to sUSDai purchase |
| 2026-04-28 | — | $3.69M Disclosed as remaining note balance owed to institutional investor; collateral account ($2.2M cash + 15.1 BTC + 301.1 ETH) reference value approximately $4.05M |
| 2026-03-31 | period_end | $6.69M Q3 FY2026 period-end principal balance after $2,377,166 of principal+interest converted into 703,487 shares at weighted-avg $3.69/share during the nine-month period; net carrying amount $4,470,518 after $2,216,085 unamortized debt discount. |
| 2026-02-10 | Issuance | $9.00M Additional Mandatory Series A Note; $2M principal at 6% OID ($1.88M net proceeds) |
| 2025-12-31 | period_end | $6.90M Period-end balance after $100K Series B conversions during Q2 FY2026 (Dec 22 issuance $7M − $100K converted = $6.9M); Series A $5,184,024 + Series B $1,715,976 |
| 2025-12-22 | Issuance | $7.00M Series A initial close; $7M face amount |
- 2026-05-19 — $6,690,000Item 1.01
- 2026-04-28 — $3,690,000Exhibit 99.1
- 2026-03-31 — $6,686,603Note 12 — Loans Payable
- 2026-02-10 — $9,000,000Item 1.01
- 2025-12-31 — $6,900,000Note 11 — Loans Payable
- 2025-12-22 — $7,000,000Convertible Notes