Salt Blockchain Inc.: M&A transaction — Salt Blockchain issues Series A Preferred in debt exchange; preferred holders own 89%

Salt Blockchain Inc.

Issued 94,511,080 Series A Preferred shares to existing borrowers/lenders for ~$62.5M in digital asset debt.
Series A holders own ~89% of company on an as-converted basis; common stockholders massively diluted.
Charter amended: Series A carries 8% dividend, conversion at $0.66134, and right to elect one director.
Outstanding loans extended by 24 months; lender non-call period extended; interest on remaining lender loans set at 4%.
2019 Equity Incentive Plan share pool increased to 10,477,897 shares.

item 1.01 item 3.02 item 3.03 item 5.01 item 5.02 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Salt Blockchain Inc. underwent a change of control involving the Purchasers (closed 2023-01-31).

Action: change of control
Counterparty: the Purchasers
Closing: 2023-01-31

Exact text from the filing

As a result of the consummation of the transactions contemplated by the Exchange Agreement, the holders of Series A Preferred Stock own approximately 89% of the Company on an as-converted to common stock basis.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Salt Blockchain Inc. entered into Series A Preferred Stock and Debt Exchange Agreement with the Purchasers valued at approximately $62,503,957.65 (effective 2023-01-31).

Action: entry
Agreement: equity purchase
Counterparty: the Purchasers
Value: approximately $62,503,957.65
Effective: 2023-01-31

Exact text from the filing

On January 31, 2023, Salt Blockchain Inc. (the “Company”) entered into a Series A Preferred Stock and Debt Exchange Agreement (the “Exchange Agreement”) and the purchaser parties thereto (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a private placement, shares of Series A Preferred Stock of the Company (the “Series A Preferred Stock”).

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Source: SEC EDGAR

accession 0001437749-23-002469

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