SHARE RESALE REGISTRATION | L.I.A. Pure Capital Ltd. - SPA - On June 26, 2025 we entered into a securities purchase agreement under which the investor agreed to buy up to $100 million of non-recourse convertible promissory notes at 90% of face value. The notes convert into ordinary shares at the lower of $0.734 or 88% of the lowest VWAP in the 20 trading days prior to conversion, with a floor of $0.1468. At each note purchase the investor also receives warrants for up to 100% of the shares underlying the note, currently exercisable at $0.6226 per share. The company may require the investor to purchase up to $2.5 million of additional notes per quarter, subject to an ownership cap of 9.99%.
D
Form D - Notice of Exempt Offering of Securities - Item 06b
F-3
SHARE RESALE REGISTRATION
S-8
Form S-8 - Securities to be offered to employees in employee benefit plans
