Monitor for any subsequent financing or asset sale or equity-linked financing — the mandatory prepayment clause will force immediate debt repayment, likely triggering conversion and dilution. Monitor stock price for potential floor price triggers (variable conversion at 80% of VWAP) which could accelerate dilution if stock price declines.
Price Chart
Executive Summary
Knorex Ltd. exchanged $3.15M of existing senior unsecured promissory notes for new convertible promissory notes with an aggregate principal amount of $3.36M, including capitalized interest and a 2.5% original issue discount. The new notes mature January 1, 2027, are convertible into Class A ordinary shares at a variable price (80% of 5-day VWAP floor), and carry a mandatory prepayment clause requiring 100% of future financing or asset sale proceeds to repay the notes. This restructuring extends the maturity and adds conversion rights, but the mandatory prepayment and variable conversion terms signal significant near-term dilution risk and cash flow constraints.
Key Facts
- Exchanged $3.15M in existing senior unsecured promissory notes exchanged for new convertible promissory notes with aggregate principal amount of $3,363,411
- Maturity date of Exchange Notes is January 1, 2027
- Conversion price equals greater of 80% of lowest 5-day VWAP floor, with floor price at 20% of NYSE American minimum price
- Beneficial ownership limitation prohibits conversion above 4.99% (can be increased to 100% upon notice and consent)
- Mandatory prepayment requires 100% of gross cash proceeds from any debt/equity/equity-linked financing or asset sale proceeds to prepay Exchange Notes
- No additional cash consideration paid by Holders in exchange
Financial Impact
Debt restructuring increases principal by $213,411 (including $129,325 capitalized interest and $84,086 OID) and adds convertible feature with variable pricing; mandatory prepayment clause forces 100% of future financing proceeds to repay notes, indicating severe cash flow restrictions
Risk Factors
- Variable conversion price (80% of VWAP floor) creates significant dilution risk if stock price declines
- Mandatory prepayment clause forces 100% of future financing proceeds to repay notes, limiting operational flexibility
- Short maturity (January 1, 2027) with no cash interest payment until maturity — potential default risk if company fails to raise financing
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 6-K Filing (Primary) | 0001493152-26-046330 |
| Document: 0001493152-26-046330-index-headers.html | 0001493152-26-046330 |
| Document: 0001493152-26-046330-index.html | 0001493152-26-046330 |
| Document: 0001493152-26-046330.txt | 0001493152-26-046330 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 8, 2026 19d ago | 6-K | $0.1881 $0.1850 | ▲ +1.65% | ▲ +1.59% | $0.1710 (+9.09%) |
Sep 28, 2026 29d ago | 6-K | $1.23 $0.3700 | ▼ −69.92% | ▼ −69.73% | $0.1710 (−86.10%) |
Sep 28, 2026 29d ago | EFFECT | $1.23 $0.3700 | ▼ −69.92% | ▼ −69.73% | $0.1710 (−86.10%) |
Sep 21, 2026 5w ago | F-1 | $0.3030 $0.3020 | ▲ +0.33% | ▲ +0.31% | $0.1710 (+43.56%) |
Aug 26, 2026 8w ago | 6-K | $0.4199 $0.4099 | ▲ +2.38% | ▲ +2.15% | $0.1710 (+59.28%) |
Jun 26, 2026 17w ago | 6-K | $0.4740 $0.4830 | ▲ +1.90% | ▲ +1.12% | $0.1710 (−63.92%) |
Jun 11, 2026 19w ago | 6-K | $0.4500 $0.4261 | ▼ −5.31% | ▼ −7.07% | $0.1710 (−62.00%) |
US Market Status
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