The removal of the floor price eliminates a potential dilutive reset but also removes a protective mechanism for the note holder — watch for accelerated conversion activity if the stock trades below $0.87. The waived closing conditions suggest the company needed this cash urgently. Monitor the first installment payment due in 30 days (mid-October) will test the company's cash position.
Price Chart
Executive Summary
Zhibao Technology issued a third senior secured convertible note to 3i, LP for $1,000,000 original principal ($900,000 net after 10% OID), bringing total notes outstanding to ~$4.9M. The amendment removed the floor price and cash true-up provisions from all notes, eliminating downside protection for the investor but also removing a potential dilutive reset mechanism. The company also waived several closing conditions to expedite this tranche.
Key Facts
- Third Note issued September 17, 2026: $1,000,000 original principal amount, purchased for $900,000 (10% OID)
- Conversion price set at $0.87 per share, with no floor price (floor price removed from all notes via amendment)
- Share cap of 35,941,170 shares on the Third Note; if reached, company must pay 125% of outstanding in cash
- 12 equal monthly installment payments required under the Third Note
- Amendment removed floor price and cash true-up provisions from all existing and future notes under the SPA
- Waiver agreement waived equity conditions, additional funding conditions, and several closing conditions for this tranche
- Total notes outstanding: $3,333,333 (April) + $555,556 (June) + $1,000,000 (September) = $4,888,889 original principal
- Remaining availability under SPA: up to $2,500,000 additional aggregate subscription amount through September 17, 2027
Financial Impact
Company raised $900,000 net proceeds from this tranche; total convertible debt outstanding ~$4.9M principal with 10% OID and 7% interest; conversion price $0.87 with no floor
Risk Factors
- Massive potential dilution: up to 35.9M shares from the Third Note alone, plus conversion of prior notes at $0.87
- Cumulative convertible debt of ~$4.9M principal on a likely small market cap creates severe overhang
- Waived equity conditions and closing conditions suggest financial distress or urgent capital need
- 12 monthly installment payments create recurring cash drain on a company with no reported revenue in this filing
Investment Themes
Documents Analyzed
This report is based on 7 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 6-K Filing (Primary) | 0001213900-26-100775 |
| Document: ea030582501ex10-1.htm | 0001213900-26-100775 |
| Document: ea0305825-6k_zhibao.htm | 0001213900-26-100775 |
| Document: ea030582501ex10-2.htm | 0001213900-26-100775 |
| Document: 0001213900-26-100775-index-headers.html | 0001213900-26-100775 |
| Document: 0001213900-26-100775-index.html | 0001213900-26-100775 |
| Document: 0001213900-26-100775.txt | 0001213900-26-100775 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 8, 2026 19d ago | 6-K | $0.0586 $0.0190 | ▲ +67.50% | ▲ +67.22% | $0.3270 (−458.02%) |
Sep 28, 2026 29d ago | 6-K | $4.35 $4.45 | ▲ +2.30% | ▲ +1.09% | $0.3270 (−92.48%) |
Sep 17, 2026 5w ago | 6-K | $0.1160 $0.0934 | ▲ +19.48% | ▲ +20.08% | $0.3270 (−181.90%) |
Sep 11, 2026 6w ago | EFFECT | $0.1490 $0.1144 | ▲ +23.22% | ▲ +23.00% | $0.3270 (−119.46%) |
Aug 31, 2026 8w ago | F-1 | $0.1697 $0.1557 | ▲ +8.25% | ▲ +8.11% | $0.3270 (−92.69%) |
Jul 31, 2026 12w ago | 6-K | $0.2001 $0.1881 | ▲ +6.00% | ▲ +9.51% | $0.3270 (−63.42%) |
Jul 22, 2026 13w ago | 6-K | $0.2620 $0.1590 | ▼ −39.31% | ▼ −36.91% | $0.3270 (+24.81%) |
Jul 15, 2026 14w ago | 6-K | $0.2538 $0.2522 | ▲ +0.63% | ▼ −1.04% | $0.3270 (−28.84%) |
Jul 6, 2026 16w ago | 6-K | $0.4210 $0.2895 | ▼ −31.24% | ▼ −30.95% | $0.3270 (−22.33%) |
Jun 5, 2026 20w ago | EFFECT | $0.6668 $0.6260 | ▲ +6.12% | ▲ +6.69% | $0.3270 (+50.96%) |
US Market Status
Subscribe to SecBot
Get Real-Time SEC Filing Intelligence
Comprehensive SEC filing analysis delivered the moment filings hit EDGAR. Sentiment scoring, impact analysis, and actionable insights for every material event.
Create a free account Live analysis, Telegram alerts, watchlists and the MCP server for subscribers