Bryant Medical

Key Information

Material debt

The Company has the following outstanding loans:

1. £4,995.82 loan from Metro Bank PLC (CBILS) with an interest rate of Base Rate + 6.75%. The loan is to be repaid in monthly instalments of approximately £4,557, with the final repayment due in May 2026.

2. £329,958 loan from Metro Bank PLC (RLS) with an interest rate of Base Rate + 4.50%. The loan is to be repaid in monthly instalments of approximately £19,104, with the final repayment due in June 2027.

3. Loan facility of up to £2,000,000 from Innovate UK Loans Limited (of which £1,150,000 has been drawn down) with interest accruing at a rate of 7.4% per annum. The loan and any outstanding interest are to be repaid by November 2031.

The funds raised from this investment round will not be used to repay these loans.

Share classes

The Company currently has five classes of shares: Ordinary Shares, B Ordinary Shares, C Ordinary Shares, D Ordinary Shares and E Ordinary Shares

Republic Europe investors will receive E Ordinary Shares.

Voting Rights
Ordinary Shares: Holders are entitled to one vote per share.
B, C, D and E Ordinary Shares: These share classes have no voting rights.

Dividend Rights
Ordinary, B, D, and E Ordinary Shares: The holders are entitled to 99.9% of declared dividends on a pro-rated) basis.
C Ordinary Shares: The holders are entitled to the remaining 0.1% on a pro-rated basis.

Liquidation, Return of Capital

On a return of capital, the proceeds will be distributed as follows:

(1) First, all Shareholders will receive a return equal to the nominal value of their shares plus any arrears;
(2) Second, the balance of proceeds is distributed based on the event type:

On an Exit (Share Sale/Listing):

If proceeds are £15m or less: Distributed pro rata among Ordinary, B, C, and E Shareholders only.
If proceeds are between £15m and £30m: The first £15m is distributed as above; the excess is distributed pro rata among Ordinary, B, C, D, and E Shareholders.
If proceeds are over £30m: The first £30m is distributed as above; the excess is distributed pro rata among Ordinary, B, C, D and E Shareholders.

On a Liquidation (Asset distribution):

0.1% of the balance is distributed to D Ordinary Shareholders.
99.9% of the balance is distributed to Ordinary, B, C, and E Shareholders on a pro rata basis.

Group Structure

Investors in this round are investing in and will become shareholders of Bryant Medical Ltd (10396020). This is the holding company for the group. The founders, Priyam Patel and Connor Bryant, are directors of the wholly owned subsidiaries Bryant Medical PTY Ltd (Australia) and Loupes Direct Ltd (UK).

Connected Entity and Financial Structure

The founders and directors of Bryant Medical Limited are also the directors and owners of Aura AI Systems Limited, which was established as an R&D entity.

Financial Disclosures

• Intercompany Loan: According to recently filed accounts, Bryant Medical Limited is a creditor to Aura AI Systems Limited for the amount of £1,168,859. This balance is interest-free and legally repayable on demand.

• Going-Concern Support: Aura AI Systems Limited has a reported total deficit of £1,105,706. To maintain its going concern status, Aura AI Systems relies on a formal letter of support from Bryant Medical Limited.

The founders have clarified to Republic Europe that they are not currently working on Aura AI Systems and, despite the legal terms of the debt, they do not currently intend to call in the loan.