Announcement • May 07
Cizzle Brands Corporation announced that it expects to receive $6.933495 million in funding from Ascent Partners Fund LLC and other investor.
Cizzle Brands Corporation announced private placement closing of (i) senior secured convertible promissory note financing with Ascent Partners Fund LLC in the principal amount of $$6,720,867.21 at an original issue discount of 7.8%( $520,867.21) for gross proceeds of $6,200,000 (ii) 21,460,534 common share purchase warrants (the “Warrants”), (the “Ascent Financing”) and announced that it has secured a commitment and will issue, subject to Cboe Canada approval, an additional $733,495 (CAD 1,000,000) unsecured convertible note (the “Unsecured Financing) on May 6, 2026. The term of the Ascent Note is 18 months, will mature on November 06, 2027 and bears interest at a rate of 9.5% per annum, payable monthly in arrears, with interest guaranteed for 18 months. At the Company’s option, scheduled amortization payments and interest payments (other than payments in respect of the original issue discount) may be settled in cash or, subject to satisfaction of customary equity payment conditions, common shares of the Company. The Note (other than amounts in respect of the original issue discount) is convertible into common shares of the Company at the option of the holder, in whole or in part, at a conversion price of $0.4363 per common share, subject to customary anti dilution adjustments. The Warrants have a five-year term and have an exercise price of $0.4363. The Ascent Note requires the Company to prepay (i) 20% of the net proceeds of certain public or private debt or equity issuance up to $10,000,000, and (ii) 33% of the net proceeds of any such issuance of $10,000,000 or more, in each case subject to the holder’s conversion right and to certain customary exceptions. The Ascent Note is secured by a second-priority subordinated lien over substantially all of the assets of the Company and certain of its subsidiaries, and is guaranteed by certain subsidiaries of the Company, in each case subject to customary intercreditor and standstill arrangements with the Company’s existing senior lenders, including OIC Investment Agent, LLC, RI Flow Sub LLC and eCapital Asset Based Lending Corp. The company also issued 429,210 common shares of the Company representing a one-time, non-refundable closing fee equal to 1.5% of the principal amount of the Ascent Note, valued at the $0.4363 per share (the “Closing Shares”).
